Exhibit 4.3 


SOLITARIO EXPLORATION & ROYALTY CORP.


TO


 


 



Trustee


Indenture


Dated as of             ,
20    


Subordinated Debt Securities





TABLE OF CONTENTS


 


	 	 	 	 	 
	 	 	 	 	Page
	 	 
	ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	SECTION 101.	 	Definitions	 	1
	SECTION 102.	 	Compliance Certificates and Opinions	 	11
	SECTION 103.	 	Form of Documents Delivered to Trustee	 	12
	SECTION 104.	 	Acts of Holders	 	13
	SECTION 105.	 	Notices, etc., to Trustee and Company	 	14
	SECTION 106.	 	Notice to Holders; Waiver	 	15
	SECTION 107.	 	Counterparts; Effect of Headings and Table of Contents	 	16
	SECTION 108.	 	Successors and Assigns	 	16
	SECTION 109.	 	Severability Clause	 	16
	SECTION 110.	 	Benefits of Indenture	 	16
	SECTION 111.	 	Governing Law	 	16
	SECTION 112.	 	Legal Holidays	 	16
	SECTION 113.	 	Limited Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company	 	16
	SECTION 114.	 	Conflict with Trust Indenture Act	 	17
	 	 
	ARTICLE TWO - SECURITIES FORMS	 	17
	SECTION 201.	 	Forms of Securities	 	17
	SECTION 202.	 	Form of Trustee's Certificate of Authentication	 	18
	SECTION 203.	 	Securities Issuable in Global Form	 	18
	 	 
	ARTICLE THREE - THE SECURITIES	 	19
	SECTION 301.	 	Amount Unlimited; Issuable in Series	 	19
	SECTION 302.	 	Denominations	 	22
	SECTION 303.	 	Execution, Authentication, Delivery and Dating	 	22
	SECTION 304.	 	Temporary Securities	 	25
	SECTION 305.	 	Registration, Registration of Transfer, Conversion and Exchange	 	27
	SECTION 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	31
	SECTION 307.	 	Payment of Interest; Interest Rights Preserved	 	32
	SECTION 308.	 	Persons Deemed Owners	 	34
	SECTION 309.	 	Cancellation	 	34
	SECTION 310.	 	Computation of Interest	 	35
	SECTION 311.	 	CUSIP Numbers	 	35
	 	 
	ARTICLE FOUR - SATISFACTION AND DISCHARGE	 	35
	SECTION 401.	 	Satisfaction and Discharge of Indenture	 	35
	SECTION 402.	 	Application of Trust Funds	 	36


 


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	ARTICLE FIVE - REMEDIES	 	37
	SECTION 501.	 	Events of Default	 	37
	SECTION 502.	 	Acceleration of Maturity; Rescission and Annulment	 	38
	SECTION 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	39
	SECTION 504.	 	Trustee May File Proofs of Claim	 	40
	SECTION 505.	 	Trustee May Enforce Claims Without Possession of Securities or Coupons	 	41
	SECTION 506.	 	Application of Money Collected	 	41
	SECTION 507.	 	Limitation on Suits	 	41
	SECTION 508.	 	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest	 	42
	SECTION 509.	 	Restoration of Rights and Remedies	 	42
	SECTION 510.	 	Rights and Remedies Cumulative	 	42
	SECTION 511.	 	Delay or Omission Not Waiver	 	43
	SECTION 512.	 	Control by Holders of Securities	 	43
	SECTION 513.	 	Waiver of Past Defaults	 	43
	SECTION 514.	 	Waiver of Usury, Stay or Extension Laws	 	43
	SECTION 515.	 	Undertaking for Costs	 	44
	 	 
	ARTICLE SIX - THE TRUSTEE	 	44
	SECTION 601.	 	Notice of Defaults	 	44
	SECTION 602.	 	Certain Rights of Trustee	 	44
	SECTION 603.	 	Not Responsible for Recitals or Issuance of Securities	 	46
	SECTION 604.	 	May Hold Securities	 	47
	SECTION 605.	 	Money Held in Trust	 	47
	SECTION 606.	 	Compensation and Reimbursement	 	47
	SECTION 607.	 	Corporate Trustee Required; Eligibility; Conflicting Interests	 	48
	SECTION 608.	 	Resignation and Removal; Appointment of Successor	 	48
	SECTION 609.	 	Acceptance of Appointment by Successor	 	49
	SECTION 610.	 	Merger, Conversion, Consolidation or Succession to Business	 	50
	SECTION 611.	 	Appointment of Authenticating Agent	 	51
	SECTION 612.	 	Certain Duties and Responsibilities of the Trustee	 	52
	 	 
	ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	53
	SECTION 701.	 	Disclosure of Names and Addresses of Holders	 	53
	SECTION 702.	 	Reports by Trustee	 	54
	SECTION 703.	 	Reports by Company	 	54
	SECTION 704.	 	Company to Furnish Trustee Names and Addresses of Holders	 	54


 


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	ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	 	55
	SECTION 801.	 	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	 	55
	SECTION 802.	 	Rights and Duties of Successor Corporation	 	55
	SECTION 803.	 	Officers' Certificate and Opinion of Counsel	 	56
	 	 
	ARTICLE NINE - SUPPLEMENTAL INDENTURES	 	56
	SECTION 901.	 	Supplemental Indentures Without Consent of Holders	 	56
	SECTION 902.	 	Supplemental Indentures with Consent of Holders	 	57
	SECTION 903.	 	Execution of Supplemental Indentures	 	58
	SECTION 904.	 	Effect of Supplemental Indentures	 	59
	SECTION 905.	 	Conformity with Trust Indenture Act	 	59
	SECTION 906.	 	Reference in Securities to Supplemental Indentures	 	59
	 	 
	ARTICLE TEN - COVENANTS	 	59
	SECTION 1001.	 	Payment of Principal, Premium or Make-Whole Amount, if any; and Interest	 	59
	SECTION 1002.	 	Maintenance of Office or Agency	 	59
	SECTION 1003.	 	Money for Securities Payments to Be Held in Trust	 	61
	SECTION 1004.	 	Existence	 	62
	SECTION 1005.	 	Maintenance of Properties	 	62
	SECTION 1006.	 	Insurance	 	63
	SECTION 1007.	 	Payment of Taxes and Other Claims	 	63
	SECTION 1008.	 	Statement as to Compliance	 	63
	SECTION 1009.	 	Waiver of Certain Covenants	 	63
	 	 
	ARTICLE ELEVEN - REDEMPTION OF SECURITIES	 	63
	SECTION 1101.	 	Applicability of Article	 	63
	SECTION 1102.	 	Election to Redeem; Notice to Trustee	 	63
	SECTION 1103.	 	Selection by Trustee of Securities to Be Redeemed	 	64
	SECTION 1104.	 	Notice of Redemption	 	64
	SECTION 1105.	 	Deposit of Redemption Price	 	65
	SECTION 1106.	 	Securities Payable on Redemption Date	 	66
	SECTION 1107.	 	Securities Redeemed in Part	 	66
	 	 
	ARTICLE TWELVE - SINKING FUNDS	 	67
	SECTION 1201.	 	Applicability of Article	 	67
	SECTION 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	67
	SECTION 1203.	 	Redemption of Securities for Sinking Fund	 	67
	 	 
	ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS	 	68
	SECTION 1301.	 	Applicability of Article	 	68
	SECTION 1302.	 	Repayment of Securities	 	68
	SECTION 1303.	 	Exercise of Option	 	68


 


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	SECTION 1304.	 	When Securities Presented for Repayment Become Due and Payable	 	69
	SECTION 1305.	 	Securities Repaid in Part	 	70
	 	 
	ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE	 	70
	SECTION 1401.	 	Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance	 	70
	SECTION 1402.	 	Defeasance and Discharge	 	70
	SECTION 1403.	 	Covenant Defeasance	 	71
	SECTION 1404.	 	Conditions to Defeasance or Covenant Defeasance	 	71
	SECTION 1405.	 	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	73
	 	 
	ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES	 	74
	SECTION 1501.	 	Purposes for Which Meetings May Be Called	 	74
	SECTION 1502.	 	Call, Notice and Place of Meetings	 	74
	SECTION 1503.	 	Persons Entitled to Vote at Meetings	 	74
	SECTION 1504.	 	Quorum; Action	 	74
	SECTION 1505.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	 	76
	SECTION 1506.	 	Counting Votes and Recording Action of Meetings	 	76
	 	 
	ARTICLE SIXTEEN - SUBORDINATION OF SECURITIES	 	77
	SECTION 1601.	 	Agreement to Subordinate	 	77
	SECTION 1602.	 	Payment Over of Proceeds upon Dissolution, Etc	 	77
	SECTION 1603.	 	No Payment When Senior Indebtedness in Default	 	78
	SECTION 1604.	 	Reliance by Senior Indebtedness on Subordination Provisions	 	79
	SECTION 1605.	 	Subrogation to Rights of Holders of Senior Indebtedness	 	79
	SECTION 1606.	 	Provisions Solely to Define Relative Rights	 	80
	SECTION 1607.	 	Trustee to Effectuate Subordination	 	80
	SECTION 1608.	 	No Waiver of Subordination Provisions	 	81
	SECTION 1609.	 	Notice to Trustee	 	81
	SECTION 1610.	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	82
	SECTION 1611.	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	 	82
	SECTION 1612.	 	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights	 	82
	SECTION 1613.	 	Article Applicable to Paying Agents	 	82
	 	 
	ARTICLE SEVENTEEN - CONVERSION OF SECURITIES	 	83
	SECTION 1701.	 	Applicability of Article; Conversion Privilege and Conversion Price	 	83
	SECTION 1702.	 	Exercise of Conversion Privilege	 	84
	SECTION 1703.	 	Fractions of Shares	 	85
	SECTION 1704.	 	Adjustment of Conversion Price	 	85


 


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	SECTION 1705.	 	Notice of Adjustments of Conversion Price	 	88
	SECTION 1706.	 	Notice of Certain Corporate Action	 	89
	SECTION 1707.	 	Company to Reserve Common Stock	 	89
	SECTION 1708.	 	Taxes on Conversion	 	89
	SECTION 1709.	 	Covenants as to Common Stock	 	89
	SECTION 1710.	 	Cancellation of Converted Securities	 	90
	SECTION 1711.	 	Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions	 	90
	SECTION 1712.	 	Trustee Adjustment Disclaimer; Company Determination Final	 	91
	SECTION 1713.	 	When No Adjustment Required	 	92
	SECTION 1714.	 	Equivalent Adjustments	 	92


 


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SOLITARIO EXPLORATION & ROYALTY CORP.


Reconciliation and tie between the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA") and the Indenture, dated as of                 ,
20 .


 


	 	 	 	 	 	 	 
	
        Trust Indenture

        Act Section
	 	
        Indenture
        Section

	 	 	 	 
	§ 310(a)(1)	 	 	 	    607	 	 
	(a)(2)	 	 	 	    607	 	 
	(b)	 	 	 	    607, 608	 	 
	§ 312(c)	 	 	 	    701	 	 
	§ 313(a)	 	 	 	    702	 	 
	(c)	 	 	 	    702	 	 
	§ 314(a)	 	 	 	    703	 	 
	(a)(4)	 	 	 	    1008	 	 
	(c)(1)	 	 	 	    102	 	 
	(c)(2)	 	 	 	    102	 	 
	(e)	 	 	 	    102	 	 
	§ 315(b)	 	 	 	    601	 	 
	§ 316(a) (last sentence)	 	 	 	    101("Outstanding")	 	 
	(a)(1)(A)	 	 	 	    502, 512	 	 
	(a)(1)(B)	 	 	 	    513	 	 
	(b)	 	 	 	    508	 	 
	§ 317(a)(1)	 	 	 	    503	 	 
	(a)(2)	 	 	 	    504	 	 
	§ 318(a)	 	 	 	    111	 	 
	(c)	 	 	 	    111	 	 


 



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


Attention should also be directed to
Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and including 317 of the
Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein.


 


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INDENTURE, dated as of             ,
20__, between SOLITARIO EXPLORATION & ROYALTY CORP., a corporation organized under the laws of the State of Colorado (hereinafter
called the "Company"), having its principal office at 4251 Kipling Street, Suite 390, Wheat Ridge, Colorado 80033, and
                    , as Trustee
hereunder (hereinafter called the "Trustee"), having a Corporate Trust Office at                     .


RECITALS OF THE COMPANY


The Company deems it necessary to issue
from time to time for its lawful purposes subordinated debt securities (hereinafter called the "Securities") evidencing
its unsecured and subordinated indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of the Securities, to be issued in one or more Series as provided in this Indenture.


This Indenture is subject to the provisions
of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be governed by such provisions.


All things necessary to make this Indenture
a valid and legally 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 a Series thereof, as follows:


ARTICLE ONE - DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION


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


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


(2) all other terms used herein
which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein, and the terms
"cash transactions" and "self-liquidating paper," as used in TIA Section 311, shall have the meanings
assigned to them in the rules of the Commission adopted under the TIA;


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


(4) any reference to an "Article"
or a "Section" refers to an Article or Section, as the case may be, of this Indenture; and


(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.




    	 



    	 



    

 


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


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


"Authenticating Agent"
means any Person authorized by the Trustee pursuant to Section 611 hereof to act on behalf of the Trustee to authenticate
Securities of one or more Series.


"Authorized Newspaper"
means a newspaper, printed in the English language or in an official language of the country of publication, customarily published
on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection
with which the term is used or in the financial community of each such place. Whenever successive publications are required to
be made in Authorized Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in
the same city meeting the foregoing requirements and in each case on any Business Day.


"Bankruptcy Law" has
the meaning specified in Section 501.


"Bearer Security" means
any Security established pursuant to Section 201 which is payable to the bearer.


"Board of Directors"
when used with reference to the Company, means the board of directors of the Company, or any committee of that board duly authorized
to act hereunder, or any director or directors and/or officer or officers of the Company, to whom the board or committee shall
have duly delegated its authority.


"Board Resolution" means
a copy of (1) a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors or a duly authorized committee of the Board of Directors and to be in full force and effect on the date
of such certification, or (2) a certificate signed by the director or directors and/or officer or officers to whom the Board
of Directors shall have duly delegated its authority, together with a resolution certified by the Secretary or an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification
authorizing such delegation, and, in each case, delivered to the Trustee.


"Business Day," when
used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities issued pursuant to Section 301, any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking institutions in that Place of Payment or particular location
are authorized or required by law, regulation or executive order to close.


"Capital Stock" means,
with respect to any Person, any capital stock (including preferred stock), shares, interests, participations or other ownership
interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate
stock), warrants or options to purchase any thereof.


 


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"Clearstream" means Clearstream
Banking Luxembourg, société anonyme, or its successor.


"Closing Price" means
the closing price of a share of Common Stock of the Company as reported on the NYSE Amex Equities.


"Code" means the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.


"Commission" means the
Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after
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 on such date.


"Common Depository"
has the meaning specified in Section 304.


"Common Stock" means,
with respect to any Person, all shares of capital stock issued by such Person other than Preferred Stock.


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


"Company Request" and
"Company Order" mean, respectively, a written request or order signed in the name of the Company by its Chairman
of the Board, the Chief Executive Officer, the President, or a Vice President, and by its Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.


"Constituent Person"
has the meaning specified in Section 1711.


"Conversion Event" means
the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the
ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European
Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.


"Conversion Price" has
the meaning specified in Section 1701.


"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 hereof is located at [                    ].


"corporation" includes
corporations, associations, companies and business trusts.


 


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"coupon" means any interest
coupon appertaining to a Bearer Security.


"Covenant Defeasance"
has the meaning specified in Section 1403.


"Custodian" has the
meaning specified in Section 501.


"Defaulted Interest"
has the meaning specified in Section 307.


"Defeasance" has the
meaning specified in Section 1402.


"Distribution Record Date"
has the meaning specified in Section 1711.


"Dividend Record Date"
has the meaning specified in Section 1704.


"Dollar" or the sign
"$" means a dollar or other equivalent unit in such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.


"DTC" means The Depository
Trust Company and any successor to DTC in its capacity as depository for any Securities.


"ECU" means the European
Currency Unit as defined and revised from time to time by the Council of the European Communities.


"Euroclear" means Morgan
Guaranty Trust Company of New York, Brussels office, or its successor, as operator of the Euroclear System.


"European Communities"
means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community.


"European Monetary System"
means the European Monetary System established by the Resolution of December 5, 1978 of the Council of the European Communities.


"Event of Default" has
the meaning specified in Article Five.


"Exchange Act" means
the Securities Exchange Act of 1934, as amended, as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Exchange Act is amended after such date, "Exchange Act" means to the extent required
by any such amendment, the Exchange Act as so amended.


"Exchange Date" has
the meaning specified in Section 304.


"FINRA" means the Financial
Industry Regulatory Authority, Inc.


"Foreign Currency" means
any currency, currency unit or composite currency, including, without limitation, the ECU issued by the government of one or more
countries other than the United States of America or by any recognized confederation or association of such governments.


 


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"GAAP" means, except as otherwise
provided herein, generally accepted accounting principles, as in effect from time to time, as used in the United States applied
on a consistent basis.


"Global Security" means
a Security evidencing all or a part of a series of Securities issued to and registered in the name of the depository for such series,
or its nominee, in accordance with Section 305, and bearing the legend prescribed in Section 203.


"Government Obligations"
means (i) securities which are (A) direct obligations of the United States of America or the government which issued
the Foreign Currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit
is pledged or (B) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America or such government which issued the Foreign Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other
government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and (iii) a depository
receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of
interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation
or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.


"Guaranty" by any Person
means any Obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and including, without limitation, every Obligation of such Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase property,
securities or services for the purpose of assuring the holder of such Indebtedness of the payment of such Indebtedness or (iii) to
maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness; provided, however, that a Guaranty by any Person shall not include
endorsements by such Person for collection or deposit, in either case in the ordinary course of business. The terms "Guaranteed,"
"Guaranteeing" and "Guarantor" shall have meanings correlative to the foregoing.


"Holder" means, in the
case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.


"Indebtedness" means,
with respect to any Person, without duplication, (i) any Obligation of such Person relating to any indebtedness of such Person
(A) for borrowed money (whether or not the recourse of the lender is to the whole of the assets, of such person or only to
a portion thereof), (B) evidenced by notes, debentures or similar instruments (including purchase money obligations) given
in connection with the acquisition of any property or assets (other than trade


 


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accounts payable for inventory or similar property acquired in the
ordinary course of business), including securities, for the payment of which such Person is liable, directly or indirectly, or
the payment of which is secured by a lien, charge or encumbrance on property or assets of such Person, (C) for goods, materials
or services purchased in the ordinary course of business (other than trade accounts payable arising in the ordinary course of business),
(D) with respect to letters of credit or bankers acceptances issued for the account of such Person or performance, surety
or similar bonds, (E) for the payment of money relating to a capitalized lease Obligation or (F) under interest rate
swaps, caps or similar agreements and foreign exchange contracts, currency swaps or similar agreements; (ii) any liability
of others of the kind described in the preceding clause (i), which such Person has Guaranteed or which is otherwise its legal liability;
and (iii) any and all deferrals, renewals, extensions and refunding of, or amendments, modifications or supplements to, any
liability of the kind described in any of the preceding clauses (i) or (ii).


"Indenture" means this
instrument as originally executed or as it may be supplemented or amended from time to time 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
established as contemplated by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to any one or more series of Securities
for which such Person is Trustee, this instrument as originally executed or as it may be supplemented or amended from time to time
by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms
of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section 301,
exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party.


"Indexed Security" means
a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.


"Interest," when used
with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, shall mean 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.


"Make-Whole Amount,"
when used with respect to any Security, means the amount, if any, in addition to principal (and accrued interest thereon, if any)
which is required by a Security, under the terms and conditions specified therein or as otherwise specified as contemplated by
Section 301, to be paid by the Company to the Holder thereof in connection with any optional redemption or accelerated payment
of such Security.


"mandatory sinking fund payment"
has the meaning specified in Section 1201.


"Market Value of the Distribution"
has the meaning specified in Section 1704.


 


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"Maturity," when used with
respect to any Security, means the date on which the principal (or, if the context so requires, in the case of an Original Issue
Discount Security, or lesser amount or, in the case of an Indexed Security, an amount determined in accordance with the specified
terms of that Security) of such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or
otherwise.


"Obligation" of any
Person with respect to any specified Indebtedness means any obligation of such Person to pay principal, premium, interest (including
interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person, whether or
not a claim for such post-petition interest is allowed in such proceeding), penalties, reimbursement or indemnification amounts,
fees, expenses or other amounts relating to such Indebtedness.


"Officers' Certificate"
means a certificate signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a Vice President
(whether or not designated by a number or word or words added before or after the title "Vice President"), and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.


"Opinion of Counsel"
means a written opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company.


"optional sinking fund payment"
has the meaning specified in Section 1201.


"Original Issue Discount Security"
means any Security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest thereon) less
than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.


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


(i) Securities theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;


(ii) Securities, or portions
thereof, for whose payment or redemption (including repayment at the option of the Holder) 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 and any coupons appertaining
thereto; provided, however, 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;


(iii) Securities, except to
the extent provided in Sections 1402 and 1403, with respect to which the Company has effected Defeasance and/or Covenant Defeasance
as provided in Article Fourteen; and


 


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(iv) Securities which have been
paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a 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 any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be
counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal
to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination,
upon a declaration of acceleration of the maturity thereof pursuant to Section 502, (ii) the principal amount of any
Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally issued by the Company, of the principal amount (or, in the case of an Original Issue Discount Security,
the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such
Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation
and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) 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 making such calculation
or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities owned as provided in clause (iv) above
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. In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in accordance with such advice.


"Paying Agent" means
any Person authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any) or interest on any Securities
or coupons on behalf of the Company.


"Payment Blockage Notice"
and "Payment Blockage Period" have the respective meanings specified in Section 1603.


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


 


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"Place of Payment," when used
with respect to the Securities of or within any series, means the place or places where the principal of (and premium or Make-Whole
Amount, if any) and interest on such Securities are payable as specified as contemplated by Sections 301 and 1002.


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


"Preferred Stock" means,
with respect to any Person, all capital stock issued by such Person that is entitled to a preference or priority over any other
capital stock issued by such Person with respect to any distribution of such Person's assets, whether by dividend or upon any voluntary
or involuntary liquidation, dissolution or winding up.


"Proceeding" has the
meaning specified in Section 1602.


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


"Redemption Price,"
when used with respect to any Security to be redeemed, means the price specified in the related Officers' Certificate or supplemental
indenture contemplated by and pursuant to Section 301, at which it is to be redeemed pursuant to this Indenture.


"Reference Date" has
the meaning specified in Section 1704.


"Registered Security"
shall mean any Security which is registered in the Security Register.


"Regular Record Date"
for the interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 301, whether or not a Business Day.


"Repayment Date" means,
when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant
to this Indenture.


"Repayment Price" means,
when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid by or pursuant
to this Indenture.


"Responsible Officer,"
when used with respect to 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"), Assistant Vice President, Trust Officer or Assistant Trust Officer working
in its Corporate Trust Department, or any other officer of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and working in its Corporate Trust Department, and also means, with respect to a particular
corporate trust matter,


 


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any other officer to whom such matter is referred because of such
officer's knowledge and familiarity with the particular subject and who shall have direct responsibility for the administration
of this Indenture.


"Rights" has the meaning
specified in Section 1704.


"Rights Record Date"
has the meaning specified in Section 1704.


"Securities Payment"
has the meaning specified in Section 1602.


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


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


"Senior Indebtedness"
means Indebtedness of the Company, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or
guaranteed by the Company, other than the following: (1) any Indebtedness as to which, in the instrument evidencing such Indebtedness
or pursuant to which such Indebtedness was issued, it is expressly provided that such Indebtedness is subordinate in right of payment
to all Indebtedness of the Company not expressly subordinated to such Indebtedness; (2) any Indebtedness which by its terms
refers explicitly to the Securities and states that such Indebtedness shall not be senior, shall be pari passu or shall
be subordinated in right of payment to the Securities; and (3) with respect to any series of Securities, any Indebtedness
of the Company evidenced by Securities of the same or of another series. Notwithstanding anything to the contrary in the foregoing,
Senior Indebtedness shall not include: (a) Indebtedness of or amounts owed by the Company for compensation to employees, or
for goods, materials or services purchased in the ordinary course of business, or (b) Indebtedness of the Company to a Subsidiary
of the Company.


A "Series" of Securities
means all securities denoted as part of the same series authorized by or pursuant to a particular Board Resolution.


"Short Term Rights"
has the meaning specified in Section 1704.


"Significant Subsidiary"
means any Subsidiary which is a "significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act of 1933, as amended) of the Company.


"Special Record Date"
for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Company
pursuant to Section 307.


 


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


"Subsidiary" means,
with respect to any Person, any corporation, limited liability company, partnership or other entity of which a majority of (i) the
voting power of the voting equity securities or (ii) the outstanding equity interests are owned, directly or indirectly, by
such Person. For the purposes of this definition, "voting equity securities" means equity securities having voting power
for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason
of any contingency.


"Trading Day" means
any day on which the NYSE Amex Equities is open for business.


"Trigger Events" has
the meaning specified in Section 1704.


"Trust Indenture Act"
or "TIA" means the Trust Indenture Act of 1939, as amended and as in force at the date as of which this Indenture
was executed, except as provided in Section 905.


"Trustee" means the
Person named as the "Trustee" in the first paragraph of this Indenture 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; provided, however, that if at any time there is more than one such Person, "Trustee"
as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series.


"Unadjusted Distribution"
has the meaning specified in Section 1704.


"United States" means,
unless otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including
the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


"United States Person"
means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United
States or an estate or trust the income of which is subject to United States Federal income taxation regardless of its source.


"Yield to Maturity"
means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield
computation principles.


SECTION 102. Compliance Certificates
and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions


 


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


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (including certificates delivered pursuant to Section 1008)
shall include:


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


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


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


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


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


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


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


 


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SECTION 104. Acts of Holders


(a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. If Securities of a series
are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced
by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or so voting at any
such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person
of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company and
any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.


(b) 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 the execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. 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 reasonable manner which the Trustee deems sufficient.


(c) The ownership of Registered Securities
shall be proved by the Security Register. As to any matter relating to beneficial ownership interests in any Global Security, the
appropriate depository's records shall be dispositive for purposes of this Indenture.


(d) The ownership of Bearer Securities
may be proved by the production of such Bearer Securities or by a certificate executed, as depository, by any trust company, bank,
banker or other depository, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that
at the date therein mentioned such Person had on deposit with such depository, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer
Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security
is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security
is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership
of Bearer Securities may also be proved in any other manner which the Trustee deems sufficient.


 


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(e) If the Company shall solicit from the
Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.


(f) 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 upon the conversion thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Security Registrar,
any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon
such Security.


SECTION 105. Notices, etc., to Trustee
and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided
or permitted by this Indenture to be made upon, given or furnished to, or filed with,


(1) the Trustee by any Holder
or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at [                                        ]
or at any other address previously furnished in writing to the Company by the Trustee, Attention: [                    ];
or


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


(3) either the Trustee or the
Company, by the other party or by any Holder, shall be sufficient for every purpose hereunder if given by facsimile transmission,
receipt confirmed by telephone followed by an original copy delivered by guaranteed overnight courier; if to the Trustee at facsimile
number [                    ];
and if to the Company at facsimile number [                    ].


 


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SECTION 106. Notice to Holders; Waiver.
Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to each such Holder affected by such event, at his 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
of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives
such notice.


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


Except as otherwise expressly provided
herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice
to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper in
The City of New York and in such other city or cities as may be specified in such Securities on a Business Day, such publication
to be not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on
the date of the first such publication.


If by reason of the suspension of publication
of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice
to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with
the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure
to give notice by publication to any particular Holder of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.


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


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.


 


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SECTION 107. Counterparts; Effect of Headings
and Table of Contents. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same Indenture. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.


SECTION 108. 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 109. Severability Clause.
In case any provision in this Indenture or in any Security or coupon shall be held invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


SECTION 110. Benefits of Indenture.
Nothing in this Indenture or in the Securities or coupons, if any, express or implied, shall give to any Person, other than the
parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders
any benefit or any legal or equitable right, remedy or claim under this Indenture.


SECTION 111. Governing Law. This
Indenture and the Securities and coupons shall be governed by and construed in accordance with the laws of the State of New York.
This Indenture is subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.


SECTION 112. Legal Holidays. In
any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity
of any Security or the last date on which a Holder has the right to convert or exchange a Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security or coupon other than a provision
in the Securities of any series which specifically states that such provision shall apply in lieu hereof), payment of interest
or principal (and premium or Make-Whole Amount, if any) or conversion or exchange of such Security need not be made at such Place
of Payment on such date, but (except as otherwise provided in the supplemental indenture with respect to such Security) 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, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day
for conversion or exchange, provided that no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be.


SECTION 113. Limited Liability; Immunity
of Stockholders, Directors, Officers and Agents of the Company. Notwithstanding any other provision of this Indenture or of
the Securities of any series to the contrary, no recourse under or upon any obligation, covenant or agreement contained in this
Indenture or in any Security, or for the payment of any sums due on


 


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account of any indebtedness evidenced thereby, including without
limitation principal, premium or interest, if any, or for any claim based on this Indenture or any Security or otherwise in respect
of this Indenture or any Security, shall be had, whether by levy or execution or otherwise, against any past, present or future
stockholder, employee, officer, director or agent, as such, of the Company or any successor, either directly or through the Company
or any successor, under any rule of law, statute, constitutional provision or by the enforcement of any assessment or penalty,
or by any legal or equitable proceeding or otherwise, nor shall any such parties be personally liable for any such amounts, obligations
or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly understood that the
sole remedies hereunder or under any other document with respect to the Securities against such parties with respect to such amounts,
obligations or claims shall be against the Company and that all such liability of and recourse against such parties is expressly
waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.


SECTION 114. Conflict with Trust Indenture
Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be
included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act that 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.


ARTICLE TWO - SECURITIES FORMS


SECTION 201. Forms of Securities.
The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be
substantially in the form of Exhibit A hereto or in such other form as shall be established in one or more indentures supplemental
hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture
supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may
be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any over-the-counter
market or securities exchange, on which the Securities may be quoted or listed, or to conform to usage.


Unless otherwise specified as contemplated
by Section 301, Bearer Securities shall have interest coupons attached.


The definitive Securities and coupons
shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel
engraved borders or mechanically reproduced on safety paper or may be produced in any other manner, all as determined by the officers
executing such Securities or coupons, as evidenced by their execution of such Securities or coupons.


 


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SECTION 202. Form of Trustee's Certificate
of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following
form:


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


 


	 	 	 	 	 	 	 
	 	 	
 

	 	,
	 	 	    as Trustee	 	 
	 	 	 
	Dated:                     	 	By:	 	
 


	 	 	 	 	Authorized Signatory	 	 


SECTION 203. Securities Issuable in
Global Form. If Securities of or within a series are issuable in the form of one or more Global Securities, then, notwithstanding
clause (8) of Section 301 and the provisions of Section 302, any such Global Security or Securities may provide
that it or they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is
permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement
of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof,
of Outstanding Securities represented thereby shall be made (or caused to be made) by the Trustee in such manner or by such Person
or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or
304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver
any Global Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein
or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall be in writing
but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.


The provisions of the last sentence of
Section 303 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Global Security together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303.


Notwithstanding the provisions of Section 307,
unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount, if
any, and interest on any Global Security in permanent global form shall be made to the registered Holder thereof.


Notwithstanding the provisions of Section 308
and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall
treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security (i) in the
case of a permanent Global Security in registered form, the Holder of such permanent Global Security in registered form, or (ii) in
the case of a permanent Global Security in bearer form, Euroclear or Clearstream.


 


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Any Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:


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


ARTICLE THREE - THE SECURITIES


SECTION 301. Amount Unlimited; Issuable
in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


The Securities may be issued in one or
more series, each of which shall be authorized pursuant to Board Resolutions of the Company. There shall be established in one
or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set
forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series:


(1) The title of the Securities
of the series, including "CUSIP" numbers (which shall distinguish the Securities of such series from all other series
of Securities);


(2) Any limit upon the aggregate
principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or upon conversion of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305) and the minimum authorized denominations with respect
to the Securities of such series;


(3) The price (expressed as
a percentage of the principal amount thereof) at which such Securities will be issued and, if other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or (if applicable)
the portion of the principal amount of such Securities that is convertible into Common Stock or the method by which any such portion
shall be determined.


(4) If convertible, the terms
on which such Securities are convertible, including the initial conversion price or rate and the conversion period and any applicable
limitations on the ownership or transferability of Common Stock or Preferred Stock receivable on conversion;


(5) The date or dates, or the
method for determining such date or dates, on which the principal of such Securities will be payable;


 


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(6) The rate or rates (which may
be fixed or variable), or the method by which such rate or rates shall be determined, at which such Securities will bear interest,
if any;


(7) The date or dates, or the
method for determining such date or dates, from which any such interest will accrue, the Interest Payment Dates on which any such
interest will be payable, the Regular Record Dates for such Interest Payment Dates, or the method by which such dates shall be
determined, the Persons to whom such interest shall be payable, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;


(8) The Make-Whole Amount,
if any, or method for determining the Make-Whole Amount, if any, payable with respect to such Securities, and the terms upon which
such amount, if any, will be payable;


(9) The place or places where
the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities will be payable, where such
Securities may be surrendered for registration of transfer or conversion or exchange and where notices or demands to or upon the
Company in respect of such Securities and this Indenture may be served;


(10) The period or periods,
if any, within which, the price or prices at which and the other terms and conditions upon which such Securities may, pursuant
to any optional or mandatory redemption provisions, be redeemed, as a whole or in part, at the option of the Company;


(11) The obligation, if any,
of the Company to redeem, repay or purchase such Securities pursuant to any sinking fund or analogous provision or at the option
of a Holder thereof, and the period or periods within which, the price or prices at which and the other terms and conditions upon
which such Securities will be redeemed, repaid or purchased, as a whole or in part, pursuant to such obligation;


(12) If other than Dollars,
the currency or currencies in which such Securities are denominated and payable, which may be a foreign currency or units of two
or more foreign currencies or a composite currency or currencies, the manner of determining the equivalent thereof in Dollars for
purposes of the definition of "Outstanding" in Section 101, and the terms and conditions relating thereto;


(13) Whether the amount of
payments of principal of (and premium or Make-Whole Amount, if any, including any amount due upon redemption, if any) or interest
on such Securities may be determined with reference to an index, formula or other method (which index, formula or method may, but
need not be, based on the yield on or trading price of other securities, including United States Treasury securities or on a currency,
currencies, currency unit or units, or composite currency or currencies) and the manner in which such amounts shall be determined;


(14) Whether the principal
of (and premium or Make-Whole Amount, if any) or interest on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a currency or currencies, currency unit or units or composite currency or currencies other
than that in which such Securities are denominated or stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made, and the time and manner of, and identity of the


 


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exchange rate agent with responsibility for, determining
the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such
Securities are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency
or currencies in which such Securities are to be so payable;


(15) Provisions, if any, granting
special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;


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


(17) Whether and under what
circumstances the Company will pay any additional amounts on such Securities in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such Securities in lieu of making such payment;


(18) Whether Securities of
the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable
to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for
Registered Securities of the series and vice versa (if permitted by applicable laws and regulations), whether any Securities of
the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in
permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security
may, or shall be required to, exchange such interests for Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may, or shall be required to, occur, if other than in the manner
provided in the Indenture, and, if Registered Securities of the series are to be issuable as a Global Security, the identity of
the depository for such series;


(19) The date as of which any
Bearer Securities of the series and any temporary Global Security representing outstanding Securities of the series shall be dated
if other than the date of original issuance of the first Security of the series to be issued;


(20) The Person to whom any
interest on any Registered 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 the manner
in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any
interest payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided herein;
provided, however, in each case, that the manner of determining such Person or making such payment shall be acceptable
to the Trustee (as not imposing on it any undue administrative burden or risk of liability);


 


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(21) The applicability, if any,
of the Defeasance and Covenant Defeasance provisions of Article Fourteen hereof to the Securities of the series;


(22) The obligation, if any,
of the Company to permit the conversion of the Securities of such series into Common Stock or Preferred Stock, as the case may
be, and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion
price or rate, the conversion period, any adjustment of the applicable conversion price and any requirements relative to the reservation
of such shares for purposes of conversion);


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


(24) Designation of the Trustee,
if different from the Trustee under the Indenture, with respect to such series and the terms applicable to such Trustee (which
shall be accepted by such Trustee by its execution and delivery of a supplemental indenture as provided therein); and


(25) Any other terms of the
series (which terms shall not be inconsistent with the provisions of this Indenture).


All Securities of any one series and
the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303)
and set forth in such Officers' Certificate 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, without the consent of the Holders, for
issuances of additional Securities of such series.


If any of the terms of the Securities
of any series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such
action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers' Certificate setting forth the terms of the Securities of such series.


SECTION 302. Denominations. The
Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With
respect to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities
of any series, the Securities of such series, other than Global Securities (which may be of any denomination), shall be issuable
in denominations of $1,000 and any integral multiple thereof or the equivalent amounts thereof in the case of Securities denominated
in the Foreign Currency or currency unit.


SECTION 303. Execution, Authentication,
Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, or one of its Vice Presidents, under its corporate seal reproduced
thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.


 


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


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining
thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery
of such Securities (accompanied by a copy of the Board Resolution and the Officers' Certificate or supplemental indenture contemplated
by Section 301), and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided,
however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any
location in the United States; and provided further that, unless otherwise specified with respect to any series of
Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the case may
be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified by the Company
with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the
date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented
by a permanent Global Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest
therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to
be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except
as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons
for interest then matured have been detached and canceled.


If all the Securities of any series are
not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such
Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms
of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which
interest shall accrue. 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 TIA Section 315(a) through 315(d))
shall be fully protected in relying upon,


(i) an Opinion of Counsel stating
that


(a) the form or forms of such
Securities and any coupons have been established in conformity with the provisions of this Indenture;


 


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


(c) such Securities, together
with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the
Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this
Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute
legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization and other similar laws of general applicability relating to or affecting
the enforcement of creditors' rights generally and to general equitable principles; and


(ii) an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied
with and that, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of
the Securities shall have occurred and be continuing.


If such form or terms have been so established,
the Trustee shall not be required to authenticate such Securities (or to enter into the related supplemental indenture, if applicable)
if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties, obligations 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 301
and of the preceding paragraph, if all the Securities of any series are not to be issued at one time, it shall not be necessary
to deliver an Officers' Certificate otherwise required pursuant to Section 301 or a Company Order, or an Opinion of Counsel
or an Officers' Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of
such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be
delivered at or before the time of issuance of the first Security of such series.


Each Registered Security shall be dated
the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301.


No Security or coupon shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security or Security
to which such coupon appertains a certificate of authentication substantially in the form provided for herein duly executed by
the Trustee (subject to Section 611) by manual signature of an authorized signatory, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security (including a Global 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


 


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provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.


SECTION 304. Temporary Securities.


(a) 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, in registered form, or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. In the
case of Securities of any series, such temporary Securities may be in global form.


Except in the case of temporary Global
Securities (which shall be exchanged as otherwise provided herein or as otherwise provided in or pursuant to a Board Resolution
or supplemental indenture pursuant to Section 301), 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 (accompanied by any
non-matured coupons appertaining thereto), the Company shall execute (in accordance with a Company Order delivered at or prior
to the authentication of the first definitive security to such series) and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of authorized denominations; provided, however,
that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303. 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.


(b) Unless otherwise provided in or
pursuant to a Board Resolution or supplemental indenture pursuant to Section 301, the following provisions of this Section 304(b)
shall govern the exchange of temporary Securities other than through the facilities of the DTC. If any such temporary Security
is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London
office of a depository or common depository upon and pursuant to written direction of the Company (the "Common Depository"),
for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).


 


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Without unnecessary delay but in any event
not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange
Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security
shall be surrendered by the Common Depository to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange
for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series
of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive
Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial owner thereof (as directed by or pursuant to information
provided by the Common Depository); provided, however, that, unless otherwise specified in such temporary Global
Security, upon such presentation by the Common Depository, such temporary Global Security shall be accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to
the portion of such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit
B-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further
that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security only in compliance
with the requirements of Section 303.


Unless otherwise specified in such temporary
Global Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged
for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear
or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case
may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established
pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available
from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and
each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge
to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person
at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of
a temporary Global Security shall be delivered only to an address located outside the United States.


Until exchanged in full as hereinabove
provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary Global


 


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Security on an Interest Payment Date for Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon
delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2
to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest
on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global
Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate
dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as
Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements
of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and
the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification
was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification
if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided
in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security
will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive
Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee
prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.


With respect to Exhibit B-1 or B-2 to
this Indenture, the Company may, in its discretion and if required or desirable under applicable law, substitute one or more other
forms of such exhibits for such exhibits, eliminate the requirement that any or all certificate be provided, or change the time
that any certificate may be required, provided that such substitute form or forms or notice of elimination or change
of such certification requirement have theretofore been delivered to the Trustee with a Company Request and such form or forms,
elimination or change is reasonably acceptable to the Trustee.


SECTION 305. Registration, Registration
of Transfer, Conversion and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in
any office or agency of the Company in a Place of Payment a register for each series of Securities (the registers maintained in
such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively
as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written
form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby initially appointed "Security Registrar" for the purpose of registering Registered Securities and transfers
of Registered Securities on such Security Register as herein provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine, and be provided a copy of, the Security Register at all reasonable times.


 


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Subject to the provisions of this Section 305,
upon surrender for registration of transfer of any Registered Security of any series at any 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 Registered Securities of the same series, of any authorized denominations
and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and
provisions.


Subject to the provisions of this Section 305,
at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series,
of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions,
upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such Registered Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities
which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities
as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities.


If (but only if) permitted by the applicable
Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental
hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company (or to the Trustee for the Security in case of matured coupons in default) in an amount
equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon
in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered
Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance with the


 


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provisions of this Indenture. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.


Notwithstanding the foregoing, except
as otherwise specified as contemplated by Section 301, any permanent Global Security shall be exchangeable only as provided
in this paragraph. If the depository for any permanent Global Security is DTC, then, unless the terms of such Global Security expressly
permit such Global Security to be exchanged in whole or in part for definitive Securities, a Global Security may be transferred,
in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security
selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is
unwilling or unable to continue as depository for the applicable Global Security or Securities or if at any time DTC ceases to
be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Company shall appoint
a successor depository with respect to such Global Security or Securities. If (w) a successor depository for such Global Security
or Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (x) the Company delivers to the Trustee for Securities of such series in registered form a Company
Order stating that the Securities of such series shall be exchangeable, (y) an Event of Default has occurred and is continuing
and the beneficial owners representing a majority in principal amount of the applicable series of Securities represented by such
Global Security or Securities advise DTC to cease acting as depository for such Global Security or Securities or (z) the Company,
in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) of any series issued or
issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities, then
the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities of like series, rank, tenor and
terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities.
If any beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated
by Section 301 and provided that any applicable notice provided in the permanent Global Security shall have been given, then
without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company
shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent Global Security. On or after the earliest date on which
such interests may be so exchanged, such permanent Global Security shall be surrendered for exchange by DTC or such other depository
as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection
of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be
among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion
of a permanent Global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security
is issued in exchange for any portion of a permanent Global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special


 


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Record Date and the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security,
but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent Global Security is payable in accordance with the provisions of this Indenture.


All Securities issued upon any registration
of transfer or conversion 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 conversion
or exchange.


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


No service charge shall be made to the
Holder for any registration of transfer or conversion 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 conversion
or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


The Company or the Trustee, as applicable,
shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed
under Section 1103 and ending at the close of business on (A) if such Securities are issuable only as Registered Securities,
the day of the mailing of the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities,
the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities
and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange
any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed
in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange
any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security
not to be so repaid.


Furthermore, notwithstanding any other
provision of this Section 305, the Company will not be required to exchange any Securities if, as a result of the exchange,
the Company would suffer adverse consequences under any United States law or regulation.


 


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SECTION 306. Mutilated, Destroyed, Lost
and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to
the Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or the
Trustee to save each of them or any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series and principal amount, containing identical terms and provisions
and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security.


If there shall be delivered to the Company
and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon, 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 or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Security of the same series and principal amount, containing identical terms and provisions and bearing
a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.


Notwithstanding the provisions of the
previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons,
if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon
appertains, pay such Security or coupon if the applicant for such payment shall furnish to the Company and the Trustee for such
Security such security or indemnity as may be required by them to save each of them harmless, and in the case of destruction, loss
or theft, evidence satisfactory to the Company and Trustee and any agent of any of them of the destruction, loss or theft of such
Security and the ownership thereof; provided, however, that payment of principal of (and premium or Make-Whole Amount,
if any), and interest, if any, on, Bearer Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any
interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.


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 with
its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupons, if any, or the destroyed, lost or stolen coupon 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 and their coupons, if any, duly issued hereunder.


 


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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 or coupons.


SECTION 307. Payment of Interest;
Interest Rights Preserved. Except as otherwise specified with respect to a series of Securities in accordance with the provisions
of Section 301, interest on any Registered Security that 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 payment at the office or agency of the Company maintained for such
purpose pursuant to Section 1002; provided, however, that each installment of interest on any Registered Security
may at the Company's option be paid by (i) mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 308, to the address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located inside the United States.


Unless otherwise provided as contemplated
by Section 301 with respect to the Securities of any series, payment of interest may be made, in the case of a Bearer Security,
by transfer to an account maintained by the payee with a bank located outside the United States.


Unless otherwise provided as contemplated
by Section 301, every permanent Global Security will provide that interest, if any, payable on any Interest Payment Date will
be paid to DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent Global Security
held for its account by Cede & Co. or the Common Depository, as the case may be, for the purpose of permitting such party
to credit the interest received by it in respect of such permanent Global Security to the accounts of the beneficial owners thereof.


In case a Bearer Security of any series
is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place
of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment
Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this
Indenture.


 


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Except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section 301, any interest on any Registered Security of any
series that 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 registered Holder thereof 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 Registered 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 Registered Security of such series and the date of the proposed payment (which shall not be less than
20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount
of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder of Registered Securities of such series at his address as it appears in the Security Register not less than 10 days
prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publications shall not be a
condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Registered 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). In case a Bearer Security of any
series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such
series after the close of business at such office or agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment
in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this Indenture.


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


 


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Subject to the foregoing provisions of this
Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or upon conversion
of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


SECTION 308. Persons Deemed Owners.
Prior to due presentment of a Registered 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 Registered Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307)
interest on, such Registered Security and for all other purposes whatsoever, whether or not such Registered 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. All
such payments so made to any such Person, or upon such Person's order, shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for money payable upon any such Security.


Title to any Bearer Security and any
coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or coupon for the purpose
of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon
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.


No holder of any beneficial interest
in any Global Security held on its behalf by a depository shall have any rights under this Indenture with respect to such Global
Security and such depository (which is the Holder of such security) shall be treated by the Company, the Trustee, and any agent
of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee,
any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.


Notwithstanding the foregoing, with respect
to any Global Security, nothing herein shall 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 any depository, as a Holder, with respect
to such Global Security or impair, as between such depository and owners of beneficial interests in such Global Security, the operation
of customary practices governing the exercise of the rights of such depository (or its nominee) as Holder of such Global Security.


SECTION 309. Cancellation. All
Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or
conversion 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 any such Securities and coupons and Securities and coupons surrendered directly to the Trustee
for any such purpose, upon direction by the


 


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Company, shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)
for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities
so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same
are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons held by
the Trustee shall be disposed of by the Trustee in accordance with its customary practices (subject to the record retention requirements
of the Exchange Act).


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


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


ARTICLE FOUR - SATISFACTION AND DISCHARGE


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


(1) either


(A) all Securities of such
series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining
to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in Section 305, (ii) Securities and coupons of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106,
and (iv) Securities and coupons of such series for


 


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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 1003) have been delivered to the Trustee for cancellation; or


(B) all Securities of such
series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee
for cancellation


(i) have become due and payable,
or


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


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


and the Company, in the case of (i), (ii) or (iii) above,
has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable, sufficient
to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation,
for principal (and premium or Make-Whole Amount, if any) 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 Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture as to such series have been complied with.


Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee and any predecessor Trustee under Section 606, the obligations of the Company
to any Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003 shall survive such satisfaction and discharge.


SECTION 402. Application of Trust
Funds. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant
to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if any),
and any interest for whose payment such money has been deposited with or received by the Trustee, but such money need not be segregated
from other funds except to the extent required by law.


 


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ARTICLE FIVE - REMEDIES


SECTION 501. Events of Default.
"Event of Default," wherever used herein with respect to any particular series of Securities, means any one of the following
events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):


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


(2) default in the payment
of the principal of (or premium or Make-Whole Amount, if any, on) any Security of that series when it becomes due and payable at
its Maturity; or


(3) default in the deposit
of any sinking fund payment, to the extent applicable to such series of Securities, when and as due by the terms of any Security
of that series; or


(4) default in the performance,
or breach, of any covenant or warranty of the Company in this Indenture with respect to any Security of that series (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 a series of Securities other than that 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) default under any bond,
debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any indebtedness for money borrowed by the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or
for which the Company is directly responsible or liable as obligor or guarantor), having an aggregate principal amount outstanding
of at least $30,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted
in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period
of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities of that series a written notice
specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of


 


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Default" hereunder; provided, however,
that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default
unless either (A) a Responsible Officer of the Trustee shall have knowledge of such default or (B) the Trustee shall
have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee
under any such mortgage, indenture or other instrument; or


(6) the Company or any Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


(A) commences a voluntary case,


(B) consents to the entry of
an order for relief against it in an involuntary case,


(C) consents to the appointment
of a Custodian of it or for all or substantially all of its property, or


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


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


(A) is for relief against the
Company or any Significant Subsidiary in an involuntary case,


(B) appoints a Custodian of
the Company or any Significant Subsidiary or for all or substantially all of either of its property, or


(C) orders the liquidation
of the Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 days; or


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


As used in this Section 501, the
term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or state law for the relief of debtors and the
term "Custodian" means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.


SECTION 502. Acceleration of Maturity;
Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and
is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if Securities of that Series are Original Issue Discount Securities
or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities of that series
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or specified portion thereof shall become immediately due and payable.


 


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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 of acceleration and its
consequences if:


(1) the Company has paid or
deposited with the Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series):


(A) all overdue installments
of interest on all Outstanding Securities of that series and any related coupons,


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


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


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


(2) all Events of Default with
respect to Securities of that series, other than the nonpayment of the principal of (or premium or Make-Whole Amount, if any) or
interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 513.


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


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


(1) default is made in the
payment of any installment of interest on any Security of any series and any related coupon 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 or Make-Whole Amount, if any, on) any Security of any series at its Maturity,


then the Company will, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Securities of such series and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest, with interest upon any overdue
principal (and premium or Make-Whole Amount, if any) and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest at the rate or rates borne by or provided for in such Securities, and, in


 


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addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


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


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


SECTION 504. Trustee May File Proofs
of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of any
series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal, premium or Make-Whole Amount, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or otherwise:


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


(ii) 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 of Securities of such
series and coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 606.


 


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


In any proceedings brought by the Trustee
(and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party)
the Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of
the Securities parties to any such proceedings.


SECTION 505. Trustee May Enforce Claims
Without Possession of Securities or Coupons. All rights of action and claims under this Indenture or any of the Securities
or coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons 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
and coupons in respect of which such judgment has been recovered.


SECTION 506. Application of Money
Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium or Make-Whole
Amount, if any) or interest, upon presentation of the Securities or coupons, or both, as the case may be, 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 and any predecessor Trustee under Section 606;


SECOND: To the payment of the amounts
then due and unpaid upon the Securities and coupons for principal (and premium or Make-Whole Amount, if any) and interest, in respect
of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according
to the aggregate amounts due and payable on such Securities and coupons for principal (and premium or Make-Whole Amount, if any)
and interest, respectively; and


THIRD: To the payment of the remainder,
if any, to the Company.


SECTION 507. Limitation on Suits.
No Holder of any Security of any series or any related coupon 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;


 


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


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


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


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


SECTION 508. Unconditional Right of
Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest on such Security or
payment of such coupon on the respective due dates expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.


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


SECTION 510. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons
in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders
of Securities or coupons 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.


 


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


SECTION 512. Control by Holders of
Securities. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities of such series, provided that:


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


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


(3) the Trustee need not take
any action which might involve it in personal liability or be unduly prejudicial to the Holders of Securities of such series not
joining therein.


Nothing in this Indenture shall impair
the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such
direction by Holders.


SECTION 513. 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 and any related coupons 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 premium or Make-Whole Amount, if any) or interest on any Security of such series or any related coupons, 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; or


(3) in respect of a covenant
or provision hereof for the benefit or protection of the Trustee, without its express written consent.


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 Event of Default or impair any right consequent thereon.


SECTION 514. 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


 


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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.


SECTION 515. Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium
or Make-Whole Amount, if any) or interest on any Security on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date).


ARTICLE SIX - THE TRUSTEE


SECTION 601. Notice of Defaults.
Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit
in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium or Make-Whole Amount, if any) or interest on any Security of such series, or in the payment of
any sinking or purchase fund installment with respect to the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee, or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of the Securities
and coupons of such series; and provided further that in the case of any default or breach of the character specified
in Section 501(4) with respect to the Securities and coupons of such series, no such notice to Holders shall be given until
at least 60 days after the occurrence thereof. 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 the Securities of such series.


SECTION 602. Certain Rights of Trustee.
Subject to the provisions of TIA Section 315(a) through 315(d):


(1) the Trustee may conclusively
rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion,


 


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report, notice, request, direction, consent, order,
bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) reasonably believed by it
to be genuine and to have been signed or presented by the proper party or parties;


(2) any request or direction
of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any
Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303
which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution;


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


(4) the Trustee may consult
with counsel of its own 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;


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


(6) the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, unless requested
in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any
series; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses
or liabilities as a condition to proceeding; the reasonable expenses of every such examination shall be paid by the Holders or,
if paid by the Trustee, shall be repaid by the Holders upon demand. The Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and premises of the Company, relevant to the facts or matters
that are the subject of its inquiry, personally or by agent or attorney at the expense of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation;


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


 


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


(9) any permissive right or
power available to the Trustee under this Indenture or any supplement hereto shall not be construed to be a mandatory duty or obligation;


(10) the Trustee shall not
be charged with knowledge of any matter (including any default, other than as described in Section 501(1), (2) or (3)) unless
and except to the extent actually known to a Responsible Officer of the Trustee or to the extent written notice thereof is received
by the Trustee at the Corporate Trust Office;


(11) the Trustee shall have
no liability for any inaccuracy in the books and records of, or for any actions or omissions of, DTC, Euroclear or Clearstream
or any depository acting on behalf of any of them;


(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
by the Trustee to act hereunder; and


(13) the Trustee may request
that the Company deliver an Officers' 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 Officers' Certificate may be signed by any person authorized
to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered
and not superseded.


The Trustee shall not be required 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.


Except during the continuance of an Event
of Default, the Trustee undertakes to perform 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.


SECTION 603. Not Responsible for Recitals
or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee's certificate of authentication,
and in any coupons 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 or sufficiency of this Indenture
or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder. 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 have no responsibility with
respect to any information, statement or recital in any offering prospectus or other disclosure materials prepared or distributed
with respect to the Securities.


 


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SECTION 604. May Hold Securities.
The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating
Agent or such other agent.


SECTION 605. 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 606. Compensation and Reimbursement.
The Company agrees:


(1) to pay to the Trustee as
agreed upon in writing from time to time reasonable compensation 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable expenses, and
disbursements incurred by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the reasonable expenses and disbursements of its agents and counsel), except any such expense or disbursement as shall be determined
to have been caused by its own negligence, willful misconduct or bad faith; and


(3) to indemnify each of the
Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred
without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.


When the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(7) or Section 501(8), 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, the Trustee shall have a lien for payment of the Trustee's fees and expenses 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 (or premium or Make-Whole Amount, if any) or interest on particular Securities or any coupons.


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


 


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SECTION 607. Corporate Trustee Required;
Eligibility; Conflicting Interests. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee
under TIA Section 310(a)(1) and shall have at all times a combined capital and surplus of at least $50,000,000 (or which shall
have a combined capital and surplus of at least $10,000,000 and whose ultimate parent holding company shall have a combined capital
and surplus of at least $50,000,000. If the Trustee publishes reports of condition at least annually, pursuant to law or the requirements
of Federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of the Trustee 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 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. Neither the
Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve
as Trustee.


SECTION 608. Resignation and Removal;
Appointment of Successor.


(a) No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section 609.


(b) The Trustee may resign at any time
with respect to the Securities of one or more series by giving written notice thereof to the Company. If an instrument of acceptance
by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee.


(c) The Trustee may be removed at any
time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition,
at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.


(d) If at any time:


(1) the Trustee shall fail
to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder of a Security
who has been a bona fide Holder of a Security for at least six months, or


(2) the Trustee shall cease
to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or by any Holder of
a Security who has been a bona fide Holder of a Security for at least six months, or


(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,


 


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then, in any such case, (i) the Company by or pursuant to a
Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to
TIA Section 315(e), any Holder of a Security 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.


(e) If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities
of one or more series, the Company, by or pursuant to 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). 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, become the successor Trustee with respect
to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to Securities of such series.


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


SECTION 609. Acceptance of Appointment
by Successor.


(a) In case of the appointment hereunder
of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and 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 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 nevertheless to its claim, if any, provided for
in Section 606.


 


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(b) In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto,
pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.


(c) Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 609, as the case
may be.


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


SECTION 610. Merger, Conversion, Consolidation
or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing
of any paper or any further act on the part of any of the parties hereto. In case any Securities or coupons 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 or coupons so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities or coupons. In case any Securities or coupons shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities or coupons, in either its
own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.


 


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SECTION 611. Appointment of Authenticating
Agent. At any time when any of the Securities remain Outstanding, 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 conversion or exchange, registration of transfer or partial redemption or repayment thereof, 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. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of
the Trustee, a copy of which instrument shall be promptly furnished to the Company. 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 bank or trust company or corporation organized and doing business and in good standing under
the laws of the United States of America or of any state or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal
or state authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements
of the aforesaid 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. In case 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 corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section, without the execution or filing of any paper or further act on the part of the Trustee
or the Authenticating Agent.


An Authenticating Agent for any series
of Securities may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company.
The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice
of termination 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 for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve
in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor


 


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hereunder, with like effect as if originally named as an Authenticating
Agent herein. 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 including reimbursement of its reasonable expenses for its services under this
Section, subject to Section 606.


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


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


 


	 	 	 	 	 	 	 
	 	 	 	 	
 


	 	 	 	 	as Trustee
	 	 	 	 
	Dated:                     	 	 	 	By:	 	
 


	 	 	 	 	 	 	as Authenticating Agent
	 	 	 	 
	Dated:                     	 	 	 	By:	 	
 


	 	 	 	 	 	 	as Authenticating Agent


SECTION 612. Certain Duties and Responsibilities
of the Trustee.


(a) With respect to the Securities of
any series, except during the continuance of an Event of Default with respect to the Securities of such series:


(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 shall not be under any duty to verify the contents or accuracy thereof.


(b) In case an Event of Default with
respect to the Securities of any series has occurred and is continuing, the Trustee shall, with respect to Securities of such series,
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 man would exercise or use under the circumstances in the conduct of his own affairs.


 


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(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 shall not be construed
to limit the effect of Subsection (a) 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;


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


(4) 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; and, the Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder, unless such Holder shall
have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


(d) 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 612.


(e) The Trustee shall not be liable
for interest on any money or assets held by it except to the extent the Trustee may agree in writing with the Company. Assets held
in trust by the Trustee need not be segregated from other assets except to the extent required by law.


ARTICLE SEVEN - HOLDERS' LISTS AND
REPORTS BY TRUSTEE AND COMPANY


SECTION 701. Disclosure of Names and
Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar
shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities
in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).


 


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SECTION 702. Reports by Trustee. The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required by
TIA Section 313 at the times and in the manner provided by the TIA, which shall initially be not less than every twelve months
commencing on                 , 20    .
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each over-the-counter
market or securities exchange, if any, upon which any Securities are quoted or listed, with the Commission and with the Company.
The Company will notify the Trustee when any Securities are quoted or listed on any over-the-counter market or securities exchange
or delisted therefrom.


SECTION 703. Reports by Company.
The Company will:


(1) file with the Trustee,
within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules
and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such Sections,
then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by
the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security quoted or listed and registered on an over-the-counter market or national securities
exchange as may be prescribed from time to time in such rules and regulations;


(2) file with the Trustee and
the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations;


(3) transmit by mail to the
Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in TIA
Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs
(1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission;
and


(4) delivery of such reports,
information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).


SECTION 704. Company to Furnish Trustee
Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee:


(a) semiannually, not later than 15
days after the Regular Record Date for interest for each series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities of such series as of such Regular


 


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Record Date, or if there is no Regular Record Date for interest
for such series of Securities, semiannually, upon such dates as are set forth in the Board Resolution or indenture supplemental
hereto authorizing such series, and


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


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


ARTICLE EIGHT - CONSOLIDATION, MERGER,
SALE, LEASE OR CONVEYANCE


SECTION 801. Consolidations and Mergers
of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The Company may consolidate with, or
sell, lease or convey all or substantially all of its assets to, or merge with or into any other corporation, provided that in
any such case, (1) either the Company shall be the continuing corporation, or the successor corporation shall be a corporation
organized and existing under the laws of the United States or a State thereof and such successor corporation shall expressly assume
the due and punctual payment of the principal of (and premium or Make-Whole Amount, if any) and any interest on all of the Securities,
according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture
to be performed by the Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed
and delivered to the Trustee by such corporation, (2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company
or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time,
or both, would become an Event of Default, shall have occurred and be continuing and (3) the Company shall have delivered
to the Trustee the Officer's Certificate and Opinion of Counsel required pursuant to Section 803 below.


SECTION 802. Rights and Duties of
Successor Corporation. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by
the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease,
shall be relieved of any further obligation under this Indenture and the Securities. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to
be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution hereof.


 


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In case of any such consolidation, merger,
sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter
to be issued as may be appropriate.


SECTION 803. Officers' Certificate
and Opinion of Counsel. Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject
to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation,
merger, sale, lease or conveyance, and the assumption by any successor corporation, complies with the provisions of this Article
and that all conditions precedent herein provided for relating to such transaction have been complied with.


ARTICLE NINE - SUPPLEMENTAL INDENTURES


SECTION 901. Supplemental Indentures
Without Consent of Holders. Without the consent of any Holders of Securities or coupons, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:


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


(2) to add to the covenants
of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit
of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; 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 Events of Default are to be for the benefit
of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit
of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture
may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case
of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee
upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of
Securities to which such additional Events of Default apply to waive such default; or


(4) to add to or change any
of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate
any restrictions on the payment of principal of or premium or Make-Whole Amount, if any, or interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for
Bearer


 


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Securities of other authorized denominations or to permit
or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect
the interests of the Holders of Securities of any series or any related coupons in any material respect; or


(5) to change or eliminate
any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there
is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or


(6) to secure the Securities;
or


(7) to establish the form or
terms of Securities of any series and any related coupons as permitted or contemplated by Sections 201 and 301; 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; or


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


(10) to supplement any of the
provisions of this Indenture to such extent as shall be necessary to permit or facilitate the Defeasance and discharge of any series
of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests
of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect;
or


(11) to make provisions with
respect to Holders' rights of conversion with respect to any series of Securities pursuant to Article Seventeen.


SECTION 902. Supplemental Indentures
with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of all Outstanding
Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by or pursuant to 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 and any related coupons 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 premium or Make-Whole Amount, if any, on) or any installment of principal of or interest on, any Security;
or reduce the principal amount thereof or the rate or amount of interest thereon, or any premium or Make-Whole Amount payable upon
the redemption thereof, or reduce the


 


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amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502
or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option
of the Holder of any Security, or change any Place of Payment where, or the currency or currencies, currency unit or units or composite
currency or currencies in which, any Security or any premium or Make-Whole Amount or the interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be),
or (if Securities of such series are convertible) adversely affect the right of the Holder to convert any Security as provided
in Article Seventeen, or modify the provisions of this Indenture with respect to the subordination of the Securities in a manner
materially adverse to the Holders; 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 with respect to such series (or compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements
of Section 1504 for quorum or voting, or


(3) modify any of the provisions
of this Section, Section 513 or Section 1009, except to increase the required percentage to effect such action 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 902
and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 609(b) and 901(11).


It shall not be necessary for any Act
of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


A 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.


SECTION 903. Execution of Supplemental
Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article
or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 612) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.


 


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


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


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


ARTICLE TEN - COVENANTS


SECTION 1001. Payment of Principal,
Premium or Make-Whole Amount, if any; and Interest. The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and premium or Make-Whole Amount, if any) and interest
on the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and
this Indenture. Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, any interest
due on Bearer Securities on or before Maturity shall be payable only upon presentation and surrender of the several coupons for
such interest installments as are evidenced thereby as they severally mature. Unless otherwise specified with respect to Securities
of any series pursuant to Section 301, at the option of the Company (upon written notice to the Trustee), all payments of
principal may be paid by check to the registered Holder of the Registered Security or other Person entitled thereto against surrender
of such Security.


SECTION 1002. Maintenance of Office
or Agency. If Securities of a series are issuable only as Registered Securities, the Company shall 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
or conversion, where Securities of that series may be surrendered for registration of transfer or conversion or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities
of a series are issuable as Bearer Securities, the Company will maintain: (A) in the Borough of Manhattan, The City of New
York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment or conversion,
where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series
may be surrendered for conversion or exchange, where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented


 


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or surrendered for payment or conversion in the circumstances described
in the following paragraph (and not otherwise); (B) subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency where Securities of that series and related coupons
may be presented and surrendered for payment; provided, however, that if the Securities of that series are listed
on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying
Agent for the Securities of that series in any required city located outside the United States, as the case may be, so long as
the Securities of that series are listed on such exchange; and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for conversion
or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each
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, except that Bearer Securities of that series and the related coupons may be presented and surrendered
for payment or conversion at the offices specified in the Security, in London, England, and the Company hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee
its agent to receive all such presentations, surrenders, notices and demands.


Unless otherwise specified with respect
to any Securities pursuant to Section 301, no payment of principal, premium or Make-Whole Amount or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States
or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the
Securities of a series are payable in Dollars, payment of principal of and any premium or Make-Whole Amount and interest on any
Bearer Security shall be made at the office of the Company's Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium or Make-Whole Amount, or interest, as the case may
be, at all offices or agencies outside the United States maintained for the purpose by the Company in accordance with this Indenture,
is illegal or effectively precluded by exchange controls or other similar restrictions.


The Company may from time to time designate
one or more other offices or agencies (in or outside the Place of Payment) where the Securities of one or more series may be presented
or surrendered for any or all of 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 accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office
or agency. Unless otherwise specified with respect to any Securities pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as a Place of Payment for each series of Securities, each of (i) the office or agency of the
Company in the Borough of Manhattan, The City of New York, and (ii) the Corporate Trust


 


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Office of the Trustee (as Paying Agent); and the Company hereby
initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city; and the Company hereby initially appoints
as its agent to receive all such presentations, surrenders, notices and demands each of the Trustee, at its Corporate Trust Office.


Unless otherwise specified with respect
to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Foreign
Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture,
then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent
(of which it shall give written notice to the Trustee).


SECTION 1003. Money for Securities
Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of any
Securities and any related coupons, it will, on or before each due date of the principal of (and premium or Make-Whole Amount,
if any), 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 in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient
to pay the principal (and premium or Make-Whole Amount, if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.


Whenever the Company shall have one or
more Paying Agents for any series of Securities and any related coupons, it will, on or before each due date of the principal of
(and premium or Make-Whole Amount, if any), or interest on any Securities of that series, deposit with a Paying Agent a sum (in
the currency or currencies, currency unit or units or composite currency or currencies described in the preceding paragraph) sufficient
to pay the principal (and premium or Make-Whole Amount, if any) or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or Make-Whole Amount, if any, 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 principal of (and premium or Make-Whole Amount, if any) or interest on Securities 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) in the making of any such payment of principal (and premium
or Make-Whole Amount, 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 so held in trust
by such Paying Agent.


 


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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 sums.


Except as otherwise provided in the Securities
of any series, and subject to applicable laws, 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 or Make-Whole Amount, if any) or interest on any Security of any series
and remaining unclaimed for two years after such principal (and premium or Make-Whole Amount, if any) or interest has become due
and payable shall be paid to the Company upon 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 of such
principal of (and premium or Make-Whole Amount, if any) or interest on any Security, without interest thereon, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


SECTION 1004. Existence. Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, all material rights (by articles of incorporation, by-laws and statute) and material franchises; provided,
however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.


SECTION 1005. Maintenance of Properties.
The Company will cause all of its material properties used or useful in the conduct of its business or the business of any Subsidiary
to be maintained and kept in good condition, repair and working order, normal wear and tear, casualty and condemnation excepted,
and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof (and the Company may take out of service for a period of time, any of its properties that have been condemned
or suffered any loss due to casualty in order to make such repairs, betterments and improvements), all as in the judgment of the
Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at
all times; provided, however, that the Company and its Subsidiaries shall not be prevented from (i) removing
permanently any property that has been condemned or suffered a loss due to casualty based on the Company's reasonable judgment
that such removal is in the best interest of the Company, or (ii) selling or otherwise disposing of their properties for value
in the ordinary course of business.


 


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SECTION 1006. Insurance. The Company
will cause each of its and its Subsidiaries' insurable properties to be insured against loss or damage in an amount deemed reasonable
by the Board of Directors with insurers of recognized responsibility.


SECTION 1007. Payment of Taxes and
Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent,
(1) all taxes, assessments and governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits
or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate proceedings.


SECTION 1008. Statement as to Compliance.
The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal
executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance
with all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and
the nature and status thereof. For purposes of this Section 1008, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


SECTION 1009. Waiver of Certain Covenants.
The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 to 1008,
inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount of all outstanding
Securities of such series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect such covenant 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 1101. Applicability of Article.
Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.


SECTION 1102. Election to Redeem;
Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution.
In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at
least 45 days prior to the giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed.
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 Officers' Certificate evidencing
compliance with such restriction.


 


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SECTION 1103. Selection by Trustee of Securities
to Be Redeemed. If less than all the Securities of any series issued on the same day with the same terms are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount
of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series.


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


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


SECTION 1104. Notice of Redemption.
Notice of redemption shall be given in the manner provided in Section 106, not less than 30 days nor more than 60 days prior
to the Redemption Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301,
to each Holder of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or portion thereof.


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


All notices of redemption shall state:


(1) the Redemption Date,


(2) the Redemption Price, accrued
interest to the Redemption Date payable as provided in Section 1106, if any,


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


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


 


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(5) that on the Redemption Date
the Redemption Price and accrued interest to the Redemption Date payable as provided in Section 1106, if any, will become
due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall
cease to accrue on and after said date,


(6) the Place or Places of
Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing
after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, or for conversion,


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


(8) that, unless otherwise
specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all coupons
maturing subsequent to the date fixed for redemption or the amount of any such missing coupon or coupons will be deducted from
the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for such series and any Paying Agent
is furnished,


(9) if Bearer Securities of
any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities
may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to Section 305 or otherwise,
the last date, as determined by the Company, on which such exchanges may be made,


(10) the CUSIP number of such
Security, if any, and


(11) if applicable, that a
Holder of Securities who desires to convert Securities for redemption must satisfy the requirements for conversion contained in
such Securities, the then existing conversion price or rate, the place or places where such Securities may be surrendered for conversion,
and the date and time when the option to convert shall expire.


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.


SECTION 1105. Deposit of Redemption
Price. On or prior to 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, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof which are to be redeemed on
that date.


If any Securities called for redemption
are converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption
of such Security shall be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such
trust.


 


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SECTION 1106. Securities Payable on Redemption
Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) (together with accrued interest, if any, to the Redemption Date), and from and after such date
(unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, 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 installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest;
and provided further that except as otherwise provided with respect to Securities convertible into the Company's
Common Stock or Preferred Stock, installments of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


If any Bearer Security surrendered for
redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.


If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal (and premium or Make-Whole Amount, if any) shall, until
paid, bear interest from the Redemption Date at the rate borne by the Security.


SECTION 1107. Securities Redeemed
in Part. Any Registered Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article
Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing) and the Company 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, of any authorized


 


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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 Global Security
is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the depository, without service
charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered.


ARTICLE TWELVE - SINKING FUNDS


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


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


SECTION 1202. Satisfaction of Sinking
Fund Payments with Securities. The Company may, in satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of a series, (1) deliver Outstanding Securities of such series (other than any previously called
for redemption) together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto and
(2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to
the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, as provided for by the terms of such Securities, or which have otherwise been acquired by the Company; provided
that such Securities so delivered or applied as a credit have not been previously so credited. Such Securities shall be received
and credited for such purpose by the Trustee at the applicable Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.


SECTION 1203. Redemption of Securities
for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for Securities of any series, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that
series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series) and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities
to be so delivered and credited. If such Officers' Certificate shall specify an optional amount to be added


 


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in cash to the next ensuing mandatory sinking fund payment, the
Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.


ARTICLE THIRTEEN - REPAYMENT AT THE
OPTION OF HOLDERS


SECTION 1301. Applicability of Article.
Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance
with the terms of such Securities, if any, and (except as otherwise specified by the terms of such series established pursuant
to Section 301) in accordance with this Article.


SECTION 1302. Repayment of Securities.
Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided
in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or prior
to the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date)
accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date.


SECTION 1303. Exercise of Option.
Securities of any series subject to repayment at the option of the Holders thereof will contain an "Option to Elect Repayment"
form on the reverse of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive
at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company
shall from time to time notify the Holders of such Securities) not earlier than 60 days nor later than 30 days prior to the Repayment
Date (1) the Security so providing for such repayment together with the "Option to Elect Repayment" form on the
reverse thereof duly completed by the Holder (or by the Holder's attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or a letter from a member of a national securities exchange, or the FINRA, or a commercial bank or trust
company in the United States setting forth the name of the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the Security, a statement
that the option to elect repayment is being exercised thereby and a guarantee that the Security to be repaid, together with the
duly completed form entitled "Option to Elect Repayment" on the reverse of the Security, will be received by the Trustee
not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided,
however, that such telegram, telex, facsimile transmission or letter shall only be effective if such Security and form duly
completed are


 


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received by the Trustee by such fifth Business Day. If less than
the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security
surrendered that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option
of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would
be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except
as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the Company.


SECTION 1304. When Securities Presented
for Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof
shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Securities, such Securities
or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the
Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon
surrender of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining
thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Company,
together with accrued interest, if any, to the Repayment Date; provided, however, that coupons whose Stated Maturity
is on or prior to the Repayment Date shall be payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose
Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company shall default
in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section 307.


If any Bearer Security surrendered for
repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after
deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished
to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall
have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons.


 


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If the principal amount of any Security surrendered
for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued
to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) set forth in such Security.


SECTION 1305. Securities Repaid in
Part. Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.


ARTICLE FOURTEEN - DEFEASANCE AND COVENANT
DEFEASANCE


SECTION 1401. Applicability of Article;
Company's Option to Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is made for either
or both of (a) Defeasance of the Securities of or within a series under Section 1402 or (b) Covenant Defeasance
of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections, as the case may
be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company may
at its option by Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to
have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this Article.


SECTION 1402. Defeasance and Discharge.
Upon the Company's exercise of the above option applicable to this Section with respect to any Securities of or within a series,
the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are satisfied (hereinafter, "Defeasance").
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below,
and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture
insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect
of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining
thereto when such


 


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payments are due, (B) the Company's obligations with respect
to such Securities under Sections 305, 306, 1002 and 1003, and the Company's obligations under Section 606 hereof (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities and any coupons appertaining thereto.


SECTION 1403. Covenant Defeasance.
Upon the Company's exercise of the above option applicable to this Section with respect to any Securities of or within a series,
the Company shall be released from its obligations under Sections 1004 to 1009, inclusive, and, if specified pursuant to Section 301,
its obligations under any other covenant contained herein or in any indenture supplemental hereto, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "Covenant Defeasance"), and such Securities and any coupons appertaining thereto shall thereafter be deemed
to be not "Outstanding" for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 1004 to 1009, inclusive, or such other covenant, but shall continue to
be deemed "Outstanding" for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with
respect to such Outstanding Securities and any coupons appertaining thereto, 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 Section or such other covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference
in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a default or an Event of Default under Section 501(4) or 501(8) or otherwise, as the case may be, but, except
as specified above, the remainder of this Indenture and such Securities and any coupons appertaining thereto shall be unaffected
thereby.


SECTION 1404. Conditions to Defeasance
or Covenant Defeasance. The following shall be the conditions to application of Section 1402 or Section 1403 to any
Outstanding Securities of or within a series and any coupons appertaining thereto:


(a) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall
agree to comply with the provisions of this Article Fourteen 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 benefit of the Holders of such Securities
and any coupons appertaining thereto, (1) an amount in such currency, currencies or currency unit in which such Securities
and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable
to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which
such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of
any payment of principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration
of any reinvestment of such principal and interest, in the opinion of a nationally


 


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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 other
qualifying trustee) to pay and discharge, (i) the principal of (and premium or Make-Whole Amount, if any) and interest, if
any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment
of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities and any coupons appertaining thereto.


(b) Such Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.


(c) No Event of Default or event which
with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining
thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned,
at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).


(d) In the case of an election under
Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution
of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of such Defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred.


(e) In the case of an election under
Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not occurred.


(f) The Company shall have delivered
to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the Defeasance
under Section 1402 or the Covenant Defeasance under Section 1403 (as the case may be) have been complied with and an
Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related
exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required
under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit
or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.


 


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(g) Notwithstanding any other provisions of
this Section, such Defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions
or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.


(h) The payment of amounts payable to
the Trustee pursuant to this Indenture shall be paid or provided for to the reasonable satisfaction of the Trustee.


SECTION 1405. Deposited Money and
Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph
of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405,
the "Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons
appertaining thereto 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 Holders of such Securities and any coupons appertaining thereto of
all sums due and to become due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest, but such
money need not be segregated from other funds except to the extent required by law.


Unless otherwise specified with respect
to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or
the terms of such Security to receive payment in a currency or currency unit other than that in which the deposit pursuant to Section 1404(a)
has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or currency unit in
which the deposit pursuant to Section 1404(a) has been made, the indebtedness represented by such Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal
of (and premium or Make-Whole Amount, if any), and interest, if any, on such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited
in respect of such Security into the currency or currency unit in which such Security becomes payable as a result of such election
or Conversion Event based on the applicable market exchange rate for such currency or currency unit in effect on the second Business
Day prior to each payment date, except, with respect to a Conversion Event, for such currency or currency unit in effect (as nearly
as feasible) at the time of the Conversion Event.


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404
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 such Outstanding Securities and any coupons appertaining thereto.


Anything in this Article to the contrary
notwithstanding, subject to Section 606, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any


 


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money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in Section 1404 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 a Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.


ARTICLE FIFTEEN - MEETINGS OF HOLDERS
OF SECURITIES


SECTION 1501. Purposes for Which Meetings
May Be Called. A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be made, given or taken by Holders of Securities of such series.


SECTION 1502. Call, Notice and Place
of Meetings.


(a) The Trustee may at any time call
a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be held at such time and at
such place as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time
and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 20 nor more than 180 days prior to the date fixed for the meeting.


(b) In case at any time the Company,
pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding Securities of any series
shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501,
by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not
have made the first publication of the notice of such meeting within 20 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of this Section.


SECTION 1503. Persons Entitled to
Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall
be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote
at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and
its counsel.


SECTION 1504. Quorum; Action.
The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum
for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which this Indenture expressly provides may be


 


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given by the Holders of not less than a specified percentage in
principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series,
be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a quorum at the reconvening of any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting adjourned
or further adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate principal amount of the then Outstanding
Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given
only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.


Except as limited by the proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted
by the affirmative vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities
represented at such meeting; provided, however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum
is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.


Any resolution passed or decision taken
at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders
of Securities of such series and the related coupons, whether or not present or represented at the meeting.


Notwithstanding the foregoing provisions
of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby,
or of the Holders of such series and one or more additional series:


(i) there shall be no minimum
quorum requirement for such meeting; and


(ii) the principal amount of
the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent,
waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this Indenture.


 


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SECTION 1505. Determination of Voting Rights;
Conduct and Adjournment of Meetings.


(a) Notwithstanding any provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities
of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted
or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person
executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the
holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or other proof.


(b) The Trustee shall, by an instrument
in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(b), in which case the Company or the Holders of Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary
of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.


(c) At any meeting each Holder of a
Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of
such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman
of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.


(d) Any meeting of Holders of Securities
of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.


SECTION 1506. Counting Votes and Recording
Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives
by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities
of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original


 


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reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing
that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company
and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.


ARTICLE SIXTEEN - SUBORDINATION OF
SECURITIES


SECTION 1601. Agreement to Subordinate.
Notwithstanding anything in this Indenture to the contrary (other than Article Four of this Indenture), the Company covenants
and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment of any Obligations
with respect to each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness.


SECTION 1602. Payment Over of Proceeds
upon Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or Proceeding, or any receivership, liquidation,
reorganization or other similar case or Proceeding in connection therewith, relative to the Company or to its creditors, as such,
or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling
of assets and liabilities of the Company, then and in any such event specified in (a), (b) or (c) above (each such event,
if any, herein sometimes referred to as a "Proceeding")


(1) the holders of Senior
Indebtedness shall first be entitled to receive payment in full of all Obligations due or to become due on or in respect of all
Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution
on account of principal of or premium, if any, or interest on or other Obligations in respect of the Securities or on account of
any purchase, redemption or other acquisition of Securities by the Company or any Subsidiary (individually and collectively, a
"Securities Payment"), and


(2) any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or securities (other than Capital Stock or securities
of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinate, at least to the extent provided in this Article Sixteen with respect
to the Securities, to the payment in full, without diminution or modification by such plan, of all Senior Indebtedness), to which
the Holders would be entitled except for the provisions of this Article Sixteen, shall be paid by the liquidating trustee
or agent or other person making such a payment or distribution, directly to the holders of Senior Indebtedness) (or their representative(s)
or trustee(s) acting on their behalf), ratably according to the


 


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aggregate amounts remaining unpaid on account of the
principal of or interest on and other amounts due on the Senior Indebtedness held or represented by each, to the extent necessary
to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution
to the holders of such Senior Indebtedness.


In the event that, notwithstanding the
foregoing provisions of this Section 1602, the Trustee or the Holder of any Security shall have received any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or securities (other than Capital Stock or securities
of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinate, at least to the extent provided in this Article with respect to the Securities,
to the payment in full, without diminution or modification by such plan, of Senior Indebtedness), before all Senior Indebtedness
is paid in full or payment thereof provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of, and be paid over to, the holders
of the Senior Indebtedness remaining unpaid (or their representative(s) or trustee(s) acting on their behalf), ratably as aforesaid,
for application to the payment of such Senior Indebtedness until such Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or
transfer of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions
set forth in Article Eight shall not be deemed a Proceeding for the purposes of this Section 1602 if the Person formed by
such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer such properties and
assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with
the conditions set forth in Article Eight.


SECTION 1603. No Payment When Senior
Indebtedness in Default. Anything in this Indenture to the contrary notwithstanding, no payment on account of principal of
or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the
Securities, shall be made by or on behalf of the Company (i) unless full payment of amounts then due for principal and interest
and of all other obligations then due on all Senior Indebtedness has been made or duly provided for pursuant to the terms of the
instrument governing such Senior Indebtedness, (ii) if, at the time of such payment, redemption, purchase or other acquisition,
or immediately after giving effect thereto, there shall exist under any Senior Indebtedness, or any agreement pursuant to which
any Senior Indebtedness is issued, any default, which default shall not have been cured or waived and which default shall have
resulted in the full amount of such Senior Indebtedness being declared due and payable or (iii) if, at the time of such payment,
redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any Senior
Indebtedness or their representative or representatives (a "Payment Blockage Notice") that there exists under such Senior
Indebtedness, or any agreement pursuant to which such Senior Indebtedness is issued, any default, which default shall not have
been cured or waived, permitting the holders thereof to declare the full amount of such Senior Indebtedness due and payable, but
only for the period (the


 


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"Payment Blockage Period") commencing on the date of receipt
of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior
Indebtedness) on the earlier of (A) the date on which such event of default shall have been cured or waived or (B) 180
days from the receipt of the Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal
of or interest on the Securities and redemptions, purchases or other acquisitions may be made by or on behalf of the Company. Notwithstanding
anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days
with respect to the same event of default and any other events of default on the same issue of Senior Indebtedness existing and
known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced
by the holder or holders of the same issue of Senior Indebtedness or their representative or representatives during any period
of 360 consecutive days unless all events of default which were the object of the immediately preceding Payment Blockage Notice,
and any other event of default on the same issue of Senior Indebtedness existing and known to the person giving such notice at
the time of such notice, have been cured or waived.


In the event that, notwithstanding the
provisions of this Section 1603, payments are made by or on behalf of the Company in contravention of the provisions of this
Section 1603, such payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the
benefit of, and shall be paid over to and delivered to, the holders of Senior Indebtedness or their representative or the trustee
under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid
to the extent necessary to pay all Senior Indebtedness in full in accordance with the terms of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.


The provisions of this Section shall
not apply to any payment with respect to which Section 1602 would be applicable.


SECTION 1604. Reliance by Senior Indebtedness
on Subordination Provisions. Each Holder of any Security by his acceptance thereof acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration for each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness.


SECTION 1605. Subrogation to Rights
of Holders of Senior Indebtedness. Subject to the payment in full of all Obligations due or to become due on or in respect
of Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to
the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Sixteen to the rights of the holders
of such Senior Indebtedness to receive payments and distributions of cash, property and securities


 


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applicable to the Senior Indebtedness until the principal of and
premium, if any, and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions
to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article Sixteen, and no payments over pursuant to the provisions of this
Article Sixteen to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company,
its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution
by the Company to or on account of the Senior Indebtedness.


SECTION 1606. Provisions Solely to
Define Relative Rights. The provisions of this Article Sixteen are and are intended solely for the purpose of defining
the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand.
Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair,
as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional (and which, subject to the rights under this Article Sixteen of the holders
of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of
the Securities the principal of and premium, if any, and interest on the Securities as and when the same shall become due and payable
in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable
to the Trustee or such Holder.


SECTION 1607. Trustee to Effectuate
Subordination. Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate, as between the Holders of the Securities and the holders of Senior
Indebtedness, the subordination provided in this Article Sixteen and appoints the Trustee his attorney-in-fact for any and
all such purposes, including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable
bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership Proceedings or otherwise), the timely filing of
a claim for the unpaid balance of such Holder's Securities in the form required in such Proceedings and the causing of such claim
to be approved. If the Trustee does not file a claim or proof of debt in the form required in such Proceedings prior to 30 days
before the expiration of the time to file such claims or proofs, then the holders of Senior Indebtedness, jointly, or their representatives
shall have the right to file an appropriate claim for and on behalf of the Holders and to demand, sue for, collect, receive and
receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders
of Senior Indebtedness as provided in this Article Sixteen and to take all such other action in the name of the Holders or otherwise,
as such holder of Senior Indebtedness or representative thereof may determine to be necessary or appropriate for the enforcement
of the provisions of this Article Sixteen.


 


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SECTION 1608. No Waiver of Subordination
Provisions. No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or
failure to act, in good faith, by any such holder or any representative or trustee therefor, or by any non-compliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.


Without in any way limiting the generality
of the foregoing paragraph, the holders of Senior Indebtedness may, at any time from time to time, without the consent of or notice
to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without
impairing or releasing the subordination provided in this Article Sixteen or the obligations hereunder of the Holders of the
Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of Senior Indebtedness and settle or compromise Senior Indebtedness (which,
to the extent so settled and compromised, shall be deemed to have been paid in full for all purposes hereof); (iv) apply any
amounts received to any liability of the Company owing to holders of Senior Indebtedness; and (v) exercise or refrain from
exercising any rights against the Company and any other Person.


SECTION 1609. Notice to Trustee.
The Company shall give prompt written notice to the Trustee of any default or event of default with respect to any Senior Indebtedness
or of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article Sixteen. Notwithstanding the provisions of this Article Sixteen or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written
notice thereof from the Company or a holder of Senior Indebtedness or from any representative or trustee acting on their behalf;
and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 612, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment of the principal of and premium, if any, or interest
on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice
to the contrary which may be received by it within three Business Days prior to such date. Nothing contained in this Article Sixteen
or any other Article of this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any Proceeding, or under the conditions described in Section 1603, from making payments at any time in respect
of the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on
account of the Securities, or the retention thereof by any Holder, if the Trustee did not have notice, as provided in this Section 1609,
that such payment would have been prohibited by the provisions of this Article Sixteen.


 


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Subject to the provisions of Section 612,
the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder
of Senior Indebtedness (or a representative or trustee therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant
to this Article Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such Person under this Article Sixteen, and if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such
Person to receive such payment.


SECTION 1610. Reliance on Judicial
Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article Sixteen,
the Trustee, subject to the provisions of Section 612, and the Holders of the Securities shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which any Proceeding is pending, or a certificate of the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto
or to this Article.


SECTION 1611. Trustee Not Fiduciary
for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness.
Nothing contained in this Article Sixteen or elsewhere in this Indenture, or in any of the Securities, shall prevent the application
by the Trustee of any moneys which were deposited with it hereunder, prior to its receipt of written notice of facts which would
prohibit such application, for the purpose of the payment of or on account of the principal of or interest on, the Securities unless,
prior to the date on which such application is made by the Trustee, the Trustee shall be charged with notice under Section 1609
hereof of the facts which would prohibit the making of such application.


SECTION 1612. Rights of Trustee as
Holder of Senior Indebtedness; Preservation of Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article Sixteen with respect to any Senior Indebtedness which may at any time be held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any
of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 606.


SECTION 1613. Article Applicable to
Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be
then


 


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acting hereunder, the term "Trustee" as used in this Article Sixteen
shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place
of the Trustee; provided, however, that Section 1612 shall not apply to the Company or any Affiliate of the
Company if it or such Affiliate acts as Paying Agent.


ARTICLE SEVENTEEN - CONVERSION OF SECURITIES


SECTION 1701. Applicability of Article;
Conversion Privilege and Conversion Price. Securities of any series which are convertible shall be convertible in accordance
with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance
with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during
the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount
thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion
thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common
Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case
a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall
expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making
the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured.


The price at which shares of Common Stock
shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified
in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704.


In case the Company shall, by dividend
or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder
of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the
date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion
Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive
for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital
Stock or assets so distributed applicable to one share of Common Stock; provided, however, that, at the election
of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so
converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or
securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith
by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee).
If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment
date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance
with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with
the Trustee) to distribute to such Holder a due bill for the evidences of indebtedness, shares of Capital Stock or assets to


 


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which such Holder is so entitled, provided that such due bill (i) meets
any applicable requirements of the principal over-the-counter market or national securities exchange or other market on which the
Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than
the date of payment or delivery thereof to holders of Common Stock receiving such distribution.


SECTION 1702. Exercise of Conversion
Privilege. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender such Security,
duly endorsed or assigned to the Company or in blank, at any office or agency maintained by the Company pursuant to Section 1002,
accompanied by written notice to the Company at such office or agency that the Holder elects to convert such Security or, if less
than the entire principal amount thereof is to be converted, the portion thereof to be converted and shall comply with any additional
requirements set forth in such Security. Securities surrendered for conversion during the period from the close of business on
any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall
(except for Securities the Maturity of which is prior to such Interest Payment Date) 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 Securities being
surrendered for conversion and such interest shall be paid on such Interest Payment Date as provided in Section 307. Except
as provided in the preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued
on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion.


The Company's delivery to the Holder
of the fixed number of shares of the Common Stock of the Company (and any cash in lieu of any fractional share of Common Stock)
into which the Security is convertible shall be deemed to satisfy the Company's obligation to pay the principal amount of the Security
and all accrued interest and original issue discount that has not previously been paid. The shares of Common Stock of the Company
so delivered shall be treated as issued first in payment of accrued interest and original issue discount and then in payment of
principal. Thus, accrued interest and original issue discount shall be treated as paid, rather than canceled, extinguished or forfeited.


Securities shall be deemed to have been
converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with
the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person
or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder
or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue
and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable
upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1703.


In the case of any Security which is
converted in part only, as promptly as practicable on or after the conversion date the Company shall execute and the Trustee shall
authenticate and make available for delivery to the Holder thereof (or the Depositary in the case of a Global Security), at the
expense of the Company, a new Security or Securities, of authorized denominations in aggregate principal amount equal to the unconverted
portion of the principal amount of such Security.


 


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SECTION 1703. Fractions of Shares. No
fractional shares of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered
for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered.
Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Security or Securities
(or specified portions thereof), the Company shall pay a cash adjustment (rounded to the nearest cent) in respect of such fraction
in an amount equal to the same fraction of the Closing Price per share of the Common Stock on the day of conversion (or, if such
day is not a Trading Day, on the Trading Day immediately preceding such day).


SECTION 1704. Adjustment of Conversion
Price. The Conversion Price shall be subject to adjustment from time to time as follows:


(1) If the Company pays or
makes a dividend or other distribution (a) on its Common Stock exclusively in Common Stock or (b) on any other class
of Capital Stock of the Company, which dividend or distribution includes Common Stock of the Company, the Conversion Price in effect
at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend
or other distribution (the "Dividend Record Date") shall be reduced by multiplying such Conversion Price by a fraction
of which the numerator shall be the number of shares of Common Stock of the Company outstanding at the close of business on the
Dividend Record Date and the denominator shall be the sum of such number of shares and the total number of shares constituting
such dividend or other distribution. Such reduction shall become effective immediately after the opening of business on the day
following the date fixed for such determination. For the purposes of this paragraph (1), the number of shares of Common Stock of
the Company at any time outstanding shall not include shares held in the treasury of the Company, but shall include shares issuable
in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any dividend
or make any distribution on shares of Common Stock held in the treasury of the Company.


(2) Subject to paragraph (6) of
this Section, if the Company pays or makes a dividend or other distribution on its Common Stock consisting exclusively of Short
Term Rights (as defined below), or otherwise issues Short Term Rights to all holders of its Common Stock, the Conversion Price
in effect at the opening of business on the day following the record date for the determination of holders of Common Stock entitled
to receive such Short Term Rights (the "Rights Record Date") shall be reduced by multiplying such Conversion Price by
a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding at the close of business
on the Rights Record Date plus the number of shares of Common Stock of the Company which the aggregate of the offering price of
the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price
and the denominator shall be the number of shares of Common Stock of the Company


 


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outstanding at the close of business on the Rights Record
Date plus the number of shares of Common Stock so offered for subscription or purchase. Such reduction shall become effective immediately
after the opening of business on the day following the Rights Record Date. For the purposes of this paragraph (2), the number of
shares of Common Stock of the Company at any time outstanding shall not include shares held in the treasury of the Company, but
shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock of the Company.
The Company shall not issue any rights, options or warrants in respect of shares of its Common Stock held in the treasury of the
Company. When used in this Section 1704, the term "Short Term Rights" shall mean rights, warrants or options entitling
the holders thereof (for a period commencing no earlier than the Rights Record Date and expiring not more than 45 days after the
Rights Record Date) to subscribe for or purchase shares of Common Stock of the Company at a price per share less than the current
market price per share (determined as provided in paragraph (7) of this Section 1704) of the Common Stock of the Company
on the Rights Record Date.


(3) In case outstanding shares
of Common Stock of the Company shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect
at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately
reduced, and, conversely, in case outstanding shares of Common Stock of the Company shall be combined into a smaller number of
shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such
combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.


(4) Subject to the last sentence
of this paragraph (4) of this Section, if the Company, by dividend or otherwise, (a) distributes to all holders of its
Common Stock evidences of its indebtedness, shares of any class of Capital Stock of the Company or other assets (other than cash
dividends out of current or retained earnings), or (b) distributes to substantially all holders of Common Stock rights or
warrants to subscribe for securities (other than Short Term Rights to which paragraph (2) of this Section 1704 applies),
the Conversion Price shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the current
market price per share (determined as provided in paragraph (7) of this Section 1704) of the Common Stock of the Company
on the Reference Date (as defined below) less the fair market value (as determined in good faith by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution filed with the Trustee), on the Reference Date, of the portion
of the evidences of indebtedness and other assets so distributed or of such subscription rights or warrants applicable to one share
of Common Stock (collectively, the "Market Value of the Distribution") and the denominator shall be such current market
price per share of the Common Stock of the Company. Such reduction shall become effective immediately prior to the opening of business
on the day (the "Reference Date") following the later of (a) the date fixed for the payment of such distribution
and (b) the date 20 days after notice relating to such distribution is required to be given pursuant to Section 1706(a).
If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (4) by reference
to the


 


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actual or when issued trading market for any securities
comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the
current market price per share pursuant to paragraph (7) of this Section 1704. In the event that, with respect to any
distribution to which this paragraph (4) of Section 1704 would otherwise apply, the Market Value of the Distribution
is greater than the current market price per share of the Common Stock (such distribution being referred to herein as an "Unadjusted
Distribution"), then the adjustment provided by this paragraph (4) shall not be made and in lieu thereof the provisions
of Section 1711 shall apply with respect to such Unadjusted Distribution.


(5) The Company may, but shall
not be required to, make such reductions in the Conversion Price, in addition to those required by paragraphs (1), (2), (3), and
(4) of this Section 1704, as it considers to be advisable in order that any event treated for federal income tax purposes
as a dividend of stock or stock rights shall not be taxable to the recipients. In addition, the Company, from time to time, may
decrease the Conversion Price by any amount and for any reason, temporarily or otherwise, including situations where the Board
of Directors determines such decrease to be fair and appropriate with respect to transactions in which holders of Common Stock
have the right to participate.


(6) Rights or warrants issued
or distributed by the Company to all holders of its Common Stock entitling the holders thereof to subscribe for or purchase shares
of Common Stock or Preferred Stock, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock,
(ii) are not exercisable and (iii) are also issued or distributed in respect of future issuances of Common Stock, in
each case in clauses (i) through (iii) until the occurrence of a specified event or events ("Trigger Events"),
shall for purposes of this Section 1704 not be deemed issued or distributed until the occurrence of the earliest Trigger Event.
Each share of Common Stock issued upon conversion of Securities pursuant to this Article Seventeen shall be entitled to receive
the appropriate number of Common Stock purchase rights (the "Rights"), if any, and the certificates representing the
Common Stock issued upon conversion shall bear such legends, if any. Notwithstanding anything to the contrary in this Article Seventeen,
there shall not be any adjustment to the Conversion Price as a result of (i) the distribution of separate certificates representing
the Rights; (ii) the occurrence of certain events entitling holders of Rights to receive, upon exercise thereof, Common Stock
or other securities of the Company or other securities of another corporation; or (iii) the exercise of such Rights. No adjustment
in the Conversion Price need be made for rights to purchase or the sale of Common Stock pursuant to a Company plan providing for
reinvestment of dividends or interest.


(7) For the purpose of any
computation under paragraph (2), (4) or (5) of this Section 1704, the "current market price" per share
of Common Stock of the Company on any date shall be deemed to be the average of the daily Closing Prices for the 15 consecutive
Trading Days selected by the Company commencing not more than 30 Trading Days before, and ending not later than, the date in question.


(8) No adjustment in the Conversion
Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price; provided,
however, that any adjustments which by reason of this paragraph (8) are not


 


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required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article Seventeen shall be made to the nearest cent or to
the nearest one-hundredth of a share of Common Stock, as the case may be.


(9) Anything herein to the
contrary notwithstanding, in the event the Company shall declare any dividend or distribution requiring an adjustment in the Conversion
Price hereunder and shall, thereafter and before the payment of such dividend or distribution to stockholders, legally abandon
its plan to pay such dividend or distribution, the Conversion Price then in effect hereunder, if changed to reflect such dividend
or distribution, shall upon the legal abandonment of such plan be changed to the Conversion Price which would have been in effect
at the time of such abandonment (after giving effect to all other adjustments not so legally abandoned pursuant to the provisions
of this Article Seventeen) had such dividend or distribution never been declared.


(10) Notwithstanding any other
provision of this Section 1704, no adjustment to the Conversion Price shall reduce the Conversion Price below the then par
value per share of the Common Stock of the Company, and any such purported adjustment shall instead reduce the Conversion Price
to such par value. Notwithstanding the foregoing sentence, the Company hereby covenants that it will from time to time take all
such action as may be required to assure that the par value per share of the Common Stock is at all times equal to or less than
the Conversion Price.


(11) In the event that this
Article Seventeen requires adjustments to the Conversion Price under more than one of paragraphs (1), (2), (3) or (4) of
this Section 1704, and the record or effective dates for the transaction giving rise to such adjustments shall occur on the
same date, then such adjustments shall be made by applying (to the extent they are applicable), first, the provisions of paragraph (3)
of this Section 1704, second, the provisions of paragraph (1) of this Section 1704, third, the provisions of paragraph (4)
of this Section 1704 and, fourth, the provisions of paragraph (2) of this Section 1704. Anything herein to the contrary
notwithstanding, no single event shall require or result in duplicative adjustments in the Conversion Price pursuant to this Section 1704.
After an adjustment to the Conversion Price under this Article Seventeen, any subsequent event requiring an adjustment under
this Article Seventeen shall cause an adjustment to the Conversion Price as so adjusted. If, after an adjustment, a Holder of a
Security upon conversion of such Security receives shares of two or more classes of Capital Stock of the Company, the Conversion
Price shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital
Stock as is contemplated by this Article Seventeen with respect to the Common Stock in this Article Seventeen.


SECTION 1705. Notice of Adjustments
of Conversion Price. Whenever the Conversion Price is adjusted as herein provided:


(1) the Company shall compute
the adjusted Conversion Price in accordance with Section 1704 or Section 1711 and shall prepare an Officer's Certificate
setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall forthwith be filed (with a copy to the Trustee) at each office or agency maintained for the purpose of conversion
of any Securities pursuant to Section 1002; and


 


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(2) a notice stating that the Conversion
Price has been adjusted and setting forth the adjusted Conversion Price shall forthwith be required, and as soon as practicable
after it is required, such notice shall be mailed by the Company to all Holders at their last addresses as they shall appear in
the Security Register.


SECTION 1706. Notice of Certain Corporate
Action. In case:


(1) the Company shall take
any action that would require a Conversion Price adjustment pursuant to Section 1704 or Section 1711; or


(2) there shall occur any reclassification
of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock), or any
consolidation or merger to which the Company is a party, or the sale, transfer or lease of all or substantially all of the assets
of the Company and for which approval of any stockholders of the Company is required; or


(3) there shall occur the voluntary
or involuntary dissolution, liquidation or winding up of the Company, then the Company shall cause to be filed at each office or
agency maintained for the purpose of conversion of Securities pursuant to Section 1002, and shall cause to be mailed to all
Holders at their last addresses as they shall appear in the Security Register, at least 10 days prior to the applicable record,
effective or expiration date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the
purpose of any dividend, distribution or granting of rights, warrants or options, 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 (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation
or winding up is expected to become effective, and, if applicable, 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, sale, transfer, dissolution, liquidation or winding up.


SECTION 1707. Company to Reserve 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 of Securities, a number of shares of Common Stock for the conversion
of all outstanding Securities of any series which is convertible into Common Stock.


SECTION 1708. Taxes on Conversion.
The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion
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 Common Stock in a name other than that of the Holder of the Security or
Securities to be converted, 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 1709. Covenants as to Common
Stock. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue
be


 


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duly and validly issued, fully paid and nonassessable, free of preemptive
or any similar rights, and, except as provided in Section 1708, the Company will pay all taxes, liens and charges with respect
to the issue thereof.


The Company will endeavor promptly to
comply with all Federal and state securities laws regulating the offer and delivery of shares of Common Stock upon conversion of
Securities, if any, and will list or cause to have quoted such shares of Common Stock on each national securities exchange or in
the over-the-counter market or such other market on which the Common Stock is then listed or quoted.


SECTION 1710. Cancellation of Converted
Securities. All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction
of the Trustee, which shall dispose of the same as provided in Section 309.


SECTION 1711. Provisions in Case of
Consolidation, Merger or Sale of Assets; Special Distributions. If any of the following shall occur, namely: (i) any reclassification
or change of outstanding shares of Common Stock issuable upon conversion of Securities (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation
or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value,
or from no par value to par value or as a result of a subdivision or combination) in, outstanding shares of Common Stock or (iii) any
sale or conveyance of all or substantially all of the property or business of the Company as an entirety, then the Person formed
by such consolidation or resulting from such merger or which acquires such properties or assets, as the case may be, shall as a
condition precedent to such transaction execute and deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified
in Section 1701, to convert such Security only into the kind and amount of securities, cash and other property receivable,
if any, upon such consolidation, merger, 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 immediately prior to such consolidation, merger, sale, transfer or lease; provided
that the kind and amount of securities, cash and other property so receivable shall be determined on the basis of the following
assumptions. The holder of Common Stock referred to in the foregoing sentence:


(1) is not (a) a Person
with which the Company consolidated, (b) a Person into which the Company merged or which merged into the Company, or (c) a
Person to which such sale, transfer or lease was made (any Person described in the foregoing clauses (a), (b), or (c), hereinafter
referred to as a "Constituent Person"), or (d) an Affiliate of a Constituent Person; and


(2) 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, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale transfer or lease is not the same for each share of Common Stock of the Company in respect of which
such rights of election shall


 


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not have been exercised, then for the purpose of this
Section 1711 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale,
transfer or lease shall be deemed to be the kind and amount so receivable per share by a plurality of such shares of Common Stock).


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 Seventeen. If, in the case of any such consolidation,
merger, sale transfer or lease the stock or other securities and property (including cash) receivable thereupon by a holder of
Common Stock includes shares of stock or other securities and property of a corporation other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, sale, transfer or lease then such supplemental indenture shall
also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders
of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The
above provisions of this Section 1711 shall similarly apply to successive consolidations, mergers, sales, transfers or leases.


In the event the Company shall execute
a supplemental indenture pursuant to this Section 1711, the Company shall promptly file with the Trustee an Officers' Certificate
briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable
by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger,
sale, transfer or lease and any adjustment to be made with respect thereto.


If the Company makes a distribution to
all holders of its Common Stock that constitutes an Unadjusted Distribution pursuant to the last sentence of paragraph (4) of
Section 1704, then, from and after the record date for determining the holders of Common Stock entitled to receive such distribution
(the "Distribution Record Date"), a Holder of a Security who converts such Security in accordance with the provisions
of this Indenture shall, upon conversion, be entitled to receive, in addition to the shares of Common Stock into which the Security
is convertible, the kind and amount of evidences of indebtedness, shares of Capital Stock, or other assets or subscription rights
or warrants, as the case may be, comprising the distribution that such Holder would have received if such Holder had converted
the Security immediately prior to the Distribution Record Date.


SECTION 1712. Trustee Adjustment Disclaimer;
Company Determination Final. The Trustee has no duty to determine when an adjustment under this Article Seventeen should be
made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 1711
need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable
for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Company's failure to comply with this Article Seventeen. Any determination that the Company
or the Board of Directors must make pursuant to this Article Seventeen is conclusive, absent manifest error.


 


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SECTION 1713. When No Adjustment Required.
Except as expressly set forth in Section 1704, no adjustment in the Conversion Price shall be made because the Company issues,
in exchange for cash, property or services, shares of its Common Stock, or any securities convertible into or exchangeable for
shares of its Common Stock, or securities (including warrants, rights and options) carrying the right to subscribe for or purchase
shares of its Common Stock or such convertible or exchangeable securities.


(1) Notwithstanding anything
herein to the contrary, no adjustment in the Conversion Price shall be made pursuant to Section 1704 in respect of any dividend
or distribution if the Holders may participate therein (on a basis to be determined in good faith by the Board of Directors) and
receive the same consideration they would have received if they had converted the Securities immediately prior to the record date
with respect to such dividend or distribution.


SECTION 1714. Equivalent Adjustments.
In the event that, as a result of an adjustment made pursuant to Section 1704 above, the holder of any Security thereafter
surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than shares of its
Common Stock, thereafter the Conversion Price of such other shares so receivable upon conversion of any Securities shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to
Common Stock contained in this Article Seventeen.


 


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SIGNATURES


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


 


	 	 	 	 	 
	SOLITARIO EXPLORATION & ROYALTY CORP.	 	 
	 	 	 
	By:	 	
 

	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 
	 	 
	
 

	 	,
	as Trustee	 	 
	 	 	 
	By:	 	
 

	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 


 


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EXHIBIT A


FORM OF REDEEMABLE OR NON-REDEEMABLE SUBORDINATED
SECURITY


[Face of Security]


[If the Holder of this Security (as indicated below) is The
Depository Trust Company ("DTC") or a nominee of DTC, this Security is a Global Security and the following three legends
apply:


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


Unless this Security is presented by an authorized representative
of The Depository Trust Company a New York corporation ("DTC") to the Company or its agent for registration of transfer,
conversion, exchange or payment, and such Security issued is registered in the name of Cede & Co., or in such other name
as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 


Unless and until this Security is exchanged in whole or
in part for Securities in certificated form, this Security may not be transferred except as a whole by DTC to a nominee thereof
or by a nominee thereof to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such
successor.] 


[If this Security is an Original Issue Discount Security,
insert — FOR PURPOSES OF SECTION 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE CODE, THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THIS SECURITY IS             % OF ITS PRINCIPAL AMOUNT,
THE ISSUE DATE IS             , 20    , AND THE
YIELD TO MATURITY IS             %. THE METHOD USED TO DETERMINE THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF             ,
20     TO             , 20    ,
IS             % OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]


SOLITARIO EXPLORATION & ROYALTY
CORP.


[Designation of Series]


 


	 	 	 
	No.                    	 	$                    


CUSIP No.                     


SOLITARIO EXPLORATION & ROYALTY CORP., a Colorado corporation
(herein referred to as the "Company," which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to             or
registered assigns the principal sum of             Dollars on             (the
"Stated Maturity Date") [or insert date fixed for earlier redemption (the "Redemption Date," and together
with the Stated Maturity Date with respect to principal repayable on such date, the "Maturity Date.")]


[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


 


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duly provided for, semi-annually on             and
            in each year (each, an "Interest Payment Date"),
commencing             , at the rate of             %
per annum, until the principal hereof is paid or duly provided for. 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 Holder 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 [at the office or agency of the Company maintained
for such purpose; provided, however, that such interest may be paid, at the Company's option, by mailing a check
to such Holder at its registered address or by transfer of funds to an account maintained by such Holder within the United States].
Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Holder in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of any over-the-counter market or securities exchange
on which the Securities of this series may be quoted or listed, and upon such notice as may be required by such market or exchange,
all as more fully provided in the Indenture. Interest will 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 the [Stated] Maturity Date and in such case the overdue principal of this Security shall
bear interest at the rate of             % per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to
the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of             %
per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable
on demand.]


The principal of this Security payable on the Stated Maturity
Date [or the principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date is not an Interest Payment Date, interest
on this Security payable on the Redemption Date] will be paid against presentation of this Security at the office or agency of
the Company maintained for that purpose in             , in such coin
or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


Interest payable on this Security on any Interest Payment
Date and on the [Stated] Maturity Date [or Redemption Date, as the case may be,] will include interest accrued from and including
the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including
            , if no interest has been paid on this Security) to but
excluding such Interest Payment Date or the [Stated] Maturity Date [or Redemption Date, as the case may be.] If any Interest Payment
Date or the [Stated] Maturity Date or [Redemption Date] falls on a day that is not a Business Day, as defined below, principal,
premium or Make-Whole


 


A-2




    	 



    	 



    

 


Amount, if any, and/or interest payable with respect to such Interest
Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may be,] will be paid on the next succeeding Business Day
with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount
so payable for the period from and after such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case
may be.] "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions in The City of New York are required or authorized by law, regulation or executive order to close.


[If this Security is a Global Security, insert —
All payments of principal, premium or Make-Whole Amount, if any, and interest in respect of this Security will be made by the Company
in immediately available funds.]


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 by manual signature of one of its authorized signatories, 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 under its facsimile corporate seal.


Dated:                     


 


	 	 	 
	SOLITARIO EXPLORATION & ROYALTY CORP.
	 	 
	By:	 	
 


	 	 	Name:
	 	 	Title:


 


	 
	Attest:
	 
	
 


	Secretary


 


A-3




    	 



    	 



    

 


[Reverse of Security]


SOLITARIO EXPLORATION & ROYALTY CORP.


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             ,
20     (herein called the "Indenture") between the Company and             ,
as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture with respect to
the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made
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 duly authorized series of Securities designated on the face hereof (collectively, the "Securities"),
[if applicable, insert — and the aggregate principal amount of the Securities to be issued under such series is limited
to $            (except for Securities authenticated and delivered
upon transfer of, or in exchange for, or in lieu of other Securities).] All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


If an Event of Default, as defined in the Indenture, 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 applicable, insert — The Securities may not
be redeemed prior to the Stated Maturity Date.]


[If applicable, insert — The Securities are subject
to redemption [ (l) (If applicable, insert — 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) ] [If applicable, insert — at any time [on
or after             ], 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 on or before             ,
            % and if redeemed during the 12-month period beginning
            of the years indicated at the Redemption Prices indicated
below.


 


	 	 	 	 	 	 	 
	
        Year
	 	Redemption Price	 	Year	 	Redemption Price
	 	 	 	 	 	 	 


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; provided, however, that installments of
interest on this Security whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security,
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.]


 


A-4




    	 



    	 



    

 


[If applicable, insert — The Securities
are subject to redemption (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 [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; provided, however, that installments of interest on this Security whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security, 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 as contemplated by [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 the Securities provides for the redemption on             in
each year, beginning with the year             and ending with the
year             , of [not less than] $            ]
[("mandatory sinking fund") and not more than $            ]
aggregate principal amount of the Securities. [The Securities acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the
[describe order] order in which they become due.]]


Notice of redemption will be given by
mail to Holders of Securities, not less than 30 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture.


 


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In the event of redemption of this Security
in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.


[If applicable, insert conversion provisions
set forth in any Board Resolution or indenture supplemental to the Indenture.]


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 under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
not less than a majority of the aggregate principal amount of all Securities issued under the Indenture at the time Outstanding
and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate
principal amount of the Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company
with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority
of the aggregate principal amount, in certain instances, of the Outstanding Securities of any series to waive, on behalf of all
of the Holders of Securities of such series, 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 other Securities issued upon the registration of transfer hereof or conversion or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.


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 premium or Make-Whole Amount, if any) and interest on this Security at the times, places
and rate, and in the coin or currency, herein prescribed.


As provided in the Indenture and subject
to certain limitations therein [and herein] set forth, the transfer of this Security is registrable in the Security Register of
the Company 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 premium or Make-Whole Amount, if any) 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 by his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or transferees.


As provided in the Indenture and subject
to certain limitations therein [and herein] set forth, this Security is exchangeable for a like aggregate principal amount of Securities
of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering
the same.


This Security is subordinated to the
prior payment in full in cash of Senior Indebtedness to the extent set forth in Article Sixteen of the Indenture.


 


A-6




    	 



    	 



    

 


The Securities of this series are issuable
only in registered form [without coupons] in denominations of $                    and
any integral multiple thereof.


No service charge shall be made for any
such registration of transfer or conversion 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.


No recourse shall be had for the payment
of the principal of or premium or Make-Whole Amount, if any, or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any past,
present or future stockholder, employee, officer or director, as such, of the Company or of any successor, either directly or through
the Company or any successor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.


The Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed
entirely in such State.


 


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EXHIBIT B


FORMS OF CERTIFICATION


EXHIBIT B-1


FORM OF CERTIFICATE TO BE GIVEN BY PERSON
ENTITLED TO RECEIVE BEARER


SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description
of Securities to be delivered]


This is to certify that, as of the date
hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s)
that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income taxation regardless of its source ("United States person(s)"),
(ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees,
on its own behalf or through its agent, that you may advise Solitario Exploration & Royalty Corp. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether
or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired
the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States
or its possessions.


As used herein, "United States"
means the United States of America (including the States and the District of Columbia); and its "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


We undertake to advise you promptly by
tested telex or by telecopy on or prior to the date on which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct
on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


This certificate excepts and does not
relate to [U.S.$] of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which
we


 


B-1




    	 



    	 



    

 


understand an exchange for an interest in a permanent Global Security
or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.


We understand that this certificate may
be required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate
or a copy thereof to any interested party in such proceedings.


Dated:                     


[To be dated no earlier than the 15th
day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]


 


	 
	[Name of Person Making Certification]
	 
	
 


	(Authorized Signature)
	Name:
	Title:


 


B-2




    	 



    	 



    

 


EXHIBIT B-2


FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CLEARSTREAM S.A. IN


CONNECTION WITH THE EXCHANGE OF A PORTION OF
A TEMPORARY GLOBAL


SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE


CERTIFICATE


[Insert title or sufficient description
of Securities to be delivered]


This is to certify that, based solely
on written certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of the principal amount set forth below (our "Member Organizations")
substantially in the form attached hereto, as of the date hereof, [U.S.$] principal amount of the above-captioned Securities (i) is
owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States Federal income taxation regardless of its source ("United
States person(s)"), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred
to as "financial institutions") purchasing for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such
United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise Solitario Exploration & Royalty Corp. or its agent that
such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, to the further effect, that financial institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its possessions.


As used herein, "United States"
means the United States of America (including the States and the District of Columbia); and its "Possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


We further certify that (i) we are
not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary Global Security
representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as
of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements
made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection
of any interest) are no longer true and cannot be relied upon as of the date hereof.


We understand that this certification
is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate
or a copy thereof to any interested party in such proceedings.


 


B-3




    	 



    	 



    

 


Dated:                     


[To be dated no earlier than the Exchange
Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]


[Morgan Guaranty Trust Company of New
York, Brussels Office, as Operator of the Euroclear System Clearstream Banking Luxembourg]


 


	 	 	 
	By:	 	
 


	 	 	Name:
	 	 	Title:


 


B-4