Indenture of the Company to U.S. Bank Trust National Association, as Trustee



 EXHIBIT 10.44 
  

  
 Acclaim Entertainment, Inc. 
  
 To

  
 U.S. Bank Trust National Association, 
  
 as Trustee 
  

  
 Indenture 
  
 Dated February 17, 2004 
  
 Debt Securities

  









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

			
	 Trust Indenture
 Act
Section

	  	 Indenture
 Section


	 ss.310 (a)(1)
	  	609
	            (a)(2)
	  	609
	            (a)(3)
	  	Not Applicable
	            (a)(4)
	  	Not Applicable
	            (b)
	  	608, 610
	 ss.311 (a)
	  	613
	            (b)
	  	613
	 ss.312 (a)
	  	701, 702
	            (b)
	  	702
	            (c)
	  	702
	 ss.313 (a)
	  	703
	            (b)
	  	703
	            (c)
	  	703
	            (d)
	  	703
	 ss.314 (a)
	  	704
	            (a)(4)
	  	101, 1004
	            (b)
	  	1006
	            (c)(1)
	  	102
	            (c)(2)
	  	102
	            (c)(3)
	  	Not Applicable
	            (d)
	  	1501
	            (e)
	  	102
	 ss.315 (a)
	  	601
	            (b)
	  	602
	            (c)
	  	601
	            (d)
	  	601
	            (e)
	  	514
	 ss.316 (a)
	  	101
	            (a)(1)(A)
	  	502, 512
	            (a)(1)(B)
	  	513
	            (a)(2)
	  	Not Applicable
	            (b)
	  	508
	            (c)
	  	104
	 ss.317 (a)(1)
	  	503
	            (a)(2)
	  	504
	            (b)
	  	1003
	 ss.318 (a)
	  	107

  
 NOTE: This cross-reference sheet shall
not, for any purpose, be deemed to be a part of the Indenture. 
  

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 Acclaim Entertainment, Inc. 
 To 
 U.S. Bank Trust National Association, 
 as Trustee 
  
 Indenture 
 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	  	8
	 Section 103.
	  	Form of Documents Delivered to Trustee	  	8
	 Section 104.
	  	Acts of Holders	  	9
	 Section 105.
	  	Notices, Etc. to Trustee and Company	  	11
	 Section 106.
	  	Notice to Holders; Waiver	  	11
	 Section 107.
	  	Conflict with Trust Indenture Act	  	12
	 Section 108.
	  	Effect of Headings and Table of Contents	  	12
	 Section 109.
	  	Successors and Assigns	  	12
	 Section 110.
	  	Separability Clause	  	12
	 Section 111.
	  	Benefits of Indenture	  	12
	 Section 112.
	  	Governing Law	  	12
	 Section 113.
	  	Legal Holidays	  	12
	 Section 114.
	  	Indenture and Securities Solely Corporate Obligations	  	12
			
	 Article Two
	  	Security Forms	  	13
	 Section 201.
	  	Forms Generally	  	13
	 Section 202.
	  	Form of Legend for Global Securities	  	13
	 Section 203.
	  	Form of Trustee’s Certificate of Authentication	  	14
	 Section 204.
	  	Form of Conversion Notice	  	14
			
	 Article Three
	  	The Securities	  	14
	 Section 301.
	  	Amount Unlimited; Issuable in Series	  	14
	 Section 302.
	  	Denominations	  	17
	 Section 303.
	  	Execution, Authentication, Delivery and Dating	  	17
	 Section 304.
	  	Temporary Securities	  	18
	 Section 305.
	  	Registration; Registration of Transfer and Exchange	  	19
	 Section 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	20
	 Section 307.
	  	Payment of Interest; Interest Rights Preserved	  	21
	 Section 308.
	  	Persons Deemed Owners	  	22
	 Section 309.
	  	Cancellation	  	23
	 Section 310.
	  	Computation of Interest	  	23

  

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	 Article Four
	  	Satisfaction and Discharge	  	23
	 Section 401.
	  	Satisfaction and Discharge of Indenture	  	23
	 Section 402.
	  	Application of Trust Money	  	24
			
	 Article Five
	  	Remedies	  	24
	 Section 501.
	  	Events of Default	  	24
	 Section 502.
	  	Acceleration of Maturity; Rescission and Annulment	  	25
	 Section 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	26
	 Section 504.
	  	Trustee May File Proofs of Claim	  	26
	 Section 505.
	  	Trustee May Enforce Claims without Possession of Securities	  	27
	 Section 506.
	  	Application of Money Collected	  	27
	 Section 507.
	  	Limitation on Suits	  	27
	 Section 508.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	  	28
	 Section 509.
	  	Restoration of Rights and Remedies	  	28
	 Section 510.
	  	Rights and Remedies Cumulative	  	28
	 Section 511.
	  	Delay or Omission not Waiver	  	29
	 Section 512.
	  	Control by Holders	  	29
	 Section 513.
	  	Waiver of Past Defaults	  	29
	 Section 514.
	  	Undertaking for Costs	  	30
	 Section 515.
	  	Waiver of Usury, Stay or Extension Laws	  	30
			
	 Article Six
	  	The Trustee	  	30
	 Section 601.
	  	Certain Duties and Responsibilities	  	30
	 Section 602.
	  	Notice of Defaults	  	30
	 Section 603.
	  	Certain Rights of Trustee	  	31
	 Section 604.
	  	Not Responsible for Recitals or Issuance of Securities	  	31
	 Section 605.
	  	May Hold Securities and Act as Trustee Under Other Indentures	  	32
	 Section 606.
	  	Money Held in Trust	  	32
	 Section 607.
	  	Compensation and Reimbursement	  	32
	 Section 608.
	  	Conflicting Interests	  	32
	 Section 609.
	  	Corporate Trustee Required; Eligibility	  	33
	 Section 610.
	  	Resignation and Removal; Appointment of Successor	  	33
	 Section 611.
	  	Acceptance of Appointment by Successor	  	34
	 Section 612.
	  	Merger, Conversion, Consolidation or Succession to Business	  	35
	 Section 613.
	  	Preferential Collection of Claims Against Company	  	35
	 Section 614.
	  	Appointment of Authenticating Agent	  	36

  

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	 Article Seven
	  	Holders’ Lists and Reports by Trustee and Company	  	38
	 Section 701.
	  	Company to Furnish Trustee Names and Addresses of Holders	  	38
	 Section 702.
	  	Preservation of Information; Communications to Holders	  	38
	 Section 703.
	  	Reports by Trustee	  	38
	 Section 704.
	  	Reports by Company	  	39
			
	 Article Eight
	  	Consolidation, Merger, Conveyance, Transfer or Lease	  	39
			
	 Article Nine
	  	Supplemental Indentures	  	39
	 Section 901.
	  	Supplemental Indentures without Consent of Holders	  	39
	 Section 902.
	  	Supplemental Indentures with Consent of Holders	  	40
	 Section 903.
	  	Execution of Supplemental Indentures	  	41
	 Section 904.
	  	Effect of Supplemental Indentures	  	42
	 Section 905.
	  	Conformity with Trust Indenture Act	  	42
	 Section 906.
	  	Reference in Securities to Supplemental Indentures	  	42
			
	 Article Ten
	  	Covenants	  	42
	 Section 1001.
	  	Payment of Principal, Premium and Interest	  	42
	 Section 1002.
	  	Maintenance of Office or Agency	  	42
	 Section 1003.
	  	Money For Securities Payments to Be Held in Trust	  	43
	 Section 1004.
	  	Statement by Officers as to Default	  	44
	 Section 1005.
	  	Existence	  	44
	 Section 1006.
	  	Opinions as to Pledged Property	  	44
	 Section 1007.
	  	Waiver of Certain Covenants	  	45
			
	 Article Eleven
	  	Redemption of Securities	  	45
	 Section 1101.
	  	Applicability of Article	  	45
	 Section 1102.
	  	Election to Redeem; Notice to Trustee	  	45
	 Section 1103.
	  	Selection by Trustee of Securities to Be Redeemed	  	45
	 Section 1104.
	  	Notice of Redemption	  	46
	 Section 1105.
	  	Payment of Redemption Price	  	46
	 Section 1106.
	  	Securities Payable on Redemption Date	  	46
	 Section 1107.
	  	Securities Redeemed in Part	  	47
			
	 Article Twelve
	  	Sinking Funds	  	47
	 Section 1201.
	  	Applicability of Article	  	47
	 Section 1202.
	  	Satisfaction of Sinking Fund Payments with Securities	  	47
	 Section 1203.
	  	Redemption of Securities for Sinking Fund	  	48
			
	 Article Thirteen
	  	Defeasance and Covenant Defeasance	  	48
	 Section 1301.
	  	Company’s Option to Effect Defeasance or Covenant Defeasance	  	48
	 Section 1302.
	  	Defeasance and Discharge	  	48
	 Section 1303.
	  	Covenant Defeasance	  	49

  

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	 Section 1304.
	  	Conditions to Defeasance or Covenant Defeasance	  	49
	 Section 1305.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	  	51
	 Section 1306.
	  	Reinstatement	  	51
			
	 Article Fourteen
	  	Conversion of Securities	  	52
	 Section 1401.
	  	Applicability of Article	  	52
	 Section 1402.
	  	Notice of Certain Corporate Actions	  	52
	 Section 1403.
	  	Reservation of Shares of Common Stock	  	52
	 Section 1404.
	  	Payment of Certain Taxes upon Conversion	  	52
	 Section 1405.
	  	Nonassessability	  	52
	 Section 1406.
	  	Duties of Trustee Regarding Conversion	  	52
	 Section 1407.
	  	Repayment of Certain Funds upon Conversion	  	53
			
	 Article Fifteen
	  	Collateral	  	53
	 Section 1501.
	  	Releases of Collateral	  	53

  

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 INDENTURE, dated February 17, 2004, between ACCLAIM
ENTERTAINMENT, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at One Acclaim Plaza, Glen Cove,
New York 11542, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as
Trustee (herein called the “Trustee”). 
  
 RECITALS OF
THE COMPANY 
  
 The Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to time of its secured and unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided
in this Indenture. 
  
 All things necessary to make this Indenture
a valid agreement of the Company, in accordance with its terms, have been done. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of
series thereof appertaining, as follows: 
  
 ARTICLE ONE  
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  
 Section 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided herein or in a
Supplemental Indenture, or unless the context otherwise requires: 
  
 (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
  
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them
therein; 
  
 (3) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; 
  
 (4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case
may be, of this Indenture; 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. 
  
 “Appraiser” means a Person engaged in the
business of appraising property who (except as otherwise expressly provided in this Indenture) may be employed by or affiliated with the Company. 
  
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series. 
  
 “Board of
Directors” means either the board of directors of the Company or any duly authorized committee of that board empowered to act for it with respect to this Indenture. 
  
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  

“Business Day” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 
  
 “Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  
 “Company” means the corporation named as the “Company” in
the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
  
 “Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its 

  

 -2- 








 
President or a Vice President, and by its principal financial officer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 
  
 “Corporate Trust Office” means the corporate trust office of the
Trustee at which at any particular time the trust created by this Indenture shall be administered, which office on the date hereof is located at 100 Wall Street, 16th Floor, New York, New York, 10005. 
  
 “corporation” means a corporation, association, company, joint-stock company or business trust. 
  
 “Covenant Defeasance” has the meaning specified in Section 1303.

  
 “Defaulted Interest” has the meaning specified in
Section 307. 
  
 “Defeasance” has the meaning specified
in Section 1302. 
  
 “Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

  
 “Event of Default” has the meaning specified in
Section 501. 
  
 “Exchange Act” means the Securities
Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. 
  
 “Expiration Date” has the meaning specified in Section 104. 
  
 “Fair Market Value” means, at any time with respect to any property, the sale value of such property which could
be realized in an arm’s length sale at such time between an informed and willing vendee, and an informed and willing vendor, under no compulsion to buy or sell, respectively, all as determined in good faith (a) in the case of any Officers’
Certificate or other certificate delivered pursuant to Section 1501, by the signer or signers thereof and (b) in all other cases, (i) by the vendor’s board of directors or (ii) in the case of any such property of the Company or any Restricted
Subsidiary, by the Chief Executive Officer or the President of the Company, except as otherwise specifically provided in this Indenture or any Indenture supplemental hereto. 
  
 “Financial Advisor” shall mean an investment banking firm of national reputation which (except as otherwise
expressly provided in this Indenture) may be employed by or affiliated with the Company. 
  
 “Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301
for such Securities). 
  

 -3- 








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

  
 “Indenture” means this instrument as originally
executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 301; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate
series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 301, exclusive, however,
of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such Person had become such Trustee, but to which such Person, as such Trustee, was not a party; provided, further, that in the event that this Indenture is supplemented or amended
by one or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall include only the supplemental indentures applicable thereto.

  
 “Independent” when used with respect to any
specified Person means such a Person who (a) is independent within the meaning of the Trust Indenture Act, (b) does not have any direct financial interest or any material indirect financial interest in the Company or in any other obligor under the
Securities or in any Affiliate of the Company or of such other obligor and (c) is not connected with the Company or such other obligor as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.
Whenever it is herein provided that any Independent Person’s opinion or certificate shall be furnished to the Trustee, such Person shall be appointed by a Company Order and such opinion or certificate shall state that the signer has read this
definition and that the signer is Independent within the meaning thereof. 
  
 “interest” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date” when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security. 
  
 “Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. 
  

 -4- 








 “Lien” shall mean any lien, mortgage, security interest, chattel mortgage, pledge, equity or
other encumbrance (statutory or otherwise) of any kind, including, without limitation, any agreement to give any of the foregoing, any conditional sales or other title retention agreement, any lease in the nature thereof, and the filing of or the
agreement to give any financing statement under the Uniform Commercial Code of New York or similar evidence of any encumbrance, whether within or outside the United States. 
  
 “Maturity” when used with respect to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Notice of Default” means a written notice of the kind specified in a Board Resolution or Supplemental Indenture
with respect to any series of Securities. 
  
 “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the principal financial officer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. 
  
 “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for, or an employee of, the Company, and who shall be reasonably acceptable to the Trustee. 
  
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 
  
 “Outstanding” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (1) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation; 
  
 (2) Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
  
 (3) Securities as to which Defeasance has been effected pursuant to Section
1302; and 
  
 (4) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this 

  

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Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of
a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
  
 “Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on
any Securities on behalf of the Company. 
  
 “Person”
means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. 
  
 “Place of Payment” when used with respect to the Securities of any series, means the place or places where the
principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
  
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Security. 
  
 “Prior Lien” means any Lien on any of the collateral securing the Company’s obligations with respect to Securities issued under this Indenture ranking prior to or upon parity with the Lien of this Indenture. 
  

 -6- 








 “Property” means any interest in any kind of property or asset, whether real, personal or
mixed, and whether tangible or intangible. 
  
 “Redemption
Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture. 
  
 “Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 
  
 “Responsible Officer” means an officer in the Corporate Trust Office of the Trustee. 
  
 “Securities” has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 
  
 “Security Register” and “Security Registrar” have the
respective meanings specified in Section 305. 
  
 “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
  
 “Subsidiary” means a corporation or other entity of which a majority of the outstanding voting stock or similar voting securities having the
power to elect a majority of the board of directors of such corporation or similar body or Person of such entity is at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries and the accounts of which are consolidated with those of the Company in its then most recent consolidated financial statements in accordance with generally accepted accounting principles. For the purposes of this definition,
“voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however, that in the event the Trust 

  

 -7- 








 
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended. 
  
 “Trustee” means the
Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each
Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
  
 “U.S. Government Obligation” has the meaning specified in Section
1304. 
  
 “Vice President,” when used with respect to
the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.” 
  
 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 such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

  
 Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include, 
  
 (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
  
 (3) a
statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with;
and 
  
 (4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with. 
  
 Section 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 

  

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as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
  
 Any certificate or opinion of an officer of the Company may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the
matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous. 
  
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one
instrument. 
  
 Section 104. Acts of Holders. Any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instrument or instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 
  
 The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 The ownership of Securities shall be proved by the Security Register. 
  
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the 

  

 -9- 








 
Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106. 
  
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 
  

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 With respect to any record date set pursuant to this Section, the party hereto which sets such record
date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date
is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 
  
 Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

  
 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 (or by facsimile transmissions ((212) 509-3384), provided that oral confirmation of receipt shall have been received) to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department (Acclaim Entertainment, Inc. Debt Securities), 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 instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer. 
  
 Section 106. Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, 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. 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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 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
  
 Section 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
  
 Section 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof. 
  
 Section 109.
Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  
 Section 110. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 Section 111. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  
 Section 112. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK. 
  
 Section 113. Legal Holidays. In any case where
any Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert a Security at a particular conversion price shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if
any) or, if applicable to a particular series of Securities, conversion need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date or Redemption Date, at the Stated Maturity or on such last day for conversion, as the case may be. 
  
 Section 114. Indenture and Securities Solely Corporate Obligations. No recourse for the payment of the principal of or premium, if any, or interest
on any Security, or 

  

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for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this
Indenture or in any supplemental indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such,
past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities. 
  
 ARTICLE TWO 
  
 SECURITY FORMS 
  
 Section 201. Forms Generally. The Securities of each series shall be
in substantially the form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution. 
  
 The definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  
 Section 202. Form of Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE 

  

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THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  
 Section 203. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of authentication
shall be in substantially the following form: 
  
 This is one of the Securities of
the series designated herein referred to in the within-mentioned Indenture. 
  

			
	 U.S. BANK TRUST NATIONAL
         ASSOCIATION, as Trustee

		
	By:	 	 
	 	 	

	 	 	 Authorized Officer



  
 Section 204.
Form of Conversion Notice. 
  
 The Securities of any series
may provide, in a Board Resolution or in one or more indentures supplemental hereto, for a Form of Conversion Notice. 
  
 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. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series, 
  
 (1)
the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 
  
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and delivered hereunder); 
  

 -14- 








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

(4) the date or dates on which the principal of any Securities of the series is payable; 
  
 (5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any
such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable, whether and under what circumstances interest shall be payable in cash or another form of consideration and the Regular Record Date for any such
interest payable on any Interest Payment Date; 
  
 (6) the place
or places where the principal of and any premium and interest on any Securities of the series shall be payable; 
  
 (7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed,
in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; 
  
 (8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund
or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation; 
  
 (9) if other than
denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; 
  
 (10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to
a formula, the manner in which such amounts shall be determined; 
  
 (11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101; provided, however, that prior to the issuance of any such Securities,
the Company shall have obtained the written consent of the Trustee, which consent may be withheld in the sole discretion of the Trustee, to the currency, currencies or currency units so established; 
  
 (12) if the principal of or premium, if any, or interest on any Securities of
the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be 

  

 -15- 








 
payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made
shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); provided, however, that prior to the issuance of any
such Securities, the Company shall have obtained the written consent of the Trustee, which consent may be withheld in the sole discretion of the Trustee, to the currency, currencies or currency units so established; 
  
 (13) if other than the entire principal amount thereof, the portion of the
principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
  
 (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to
the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity
other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 
  
 (15) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; 

 
 (16) if applicable, the terms of any right to convert Securities of the
series into shares of Common Stock of the Company or other securities or property; 
  
 (17) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the
form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 202 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of
Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary
for such Global Security or a nominee thereof; 
  
 (18) any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to
Section 502; 
  
 (19) any addition to or change in the covenants
set forth in Article Ten which applies to Securities of the series; and 
  
 (20) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). 
  

 -16- 








 All Securities of any one series shall be substantially identical except as to denomination, certificate
number and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such
indenture supplemental hereto. 
  
 If any of the terms of the
series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the series. 
  
 Section 302. Denominations. The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the
absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
  
 Section 303. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its principal financial officer, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. 
  
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
  
 At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating, 
  
 (1) if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; 
  
 (2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301,
that such terms have been established in conformity with the provisions of this Indenture; and 
  

 -17- 








 (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
  
 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
  
 Notwithstanding the provisions of Section 301 and of the preceding paragraph,
if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

  
 Each Security shall be dated the date of its authentication.

  
 No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture. 
  
 Section 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
  
 If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to 

  

 -18- 








 
the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 
  
 Section 305. Registration; Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided. 
  
 Subject to any
limitations or requirements of any indenture supplemental hereto relating to the Securities of a particular series, upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount. 
  
 At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
  
 Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or its attorney
duly authorized in writing. 
  
 No service charge shall be made
for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 
  

 -19- 








 If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the
Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
  
 The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 
  
 (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 
  
 (2) Notwithstanding any other provision in this Indenture, no Global Security
may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A)
such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be
continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. 

 
 (3) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 
  
 (4) Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 
  
 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in 

  

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the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security at its Maturity; provided that the Holder of such Security may exercise any and all of its rights prior to such
payment. 
  
 Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

  
 Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities except as otherwise provided as contemplated by Section 301 with respect to any Series of Securities. 
  

Section 307. Payment of Interest; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. 
  
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on
the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
  
 (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid 

  

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in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set
forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
  
 (2) The Company may make payment of any Defaulted Interest on the Securities
of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange. 
  
 Subject to the foregoing provisions of this Section, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 In the case of any Security (or any part thereof) which is converted after
any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at Stated Maturity or by declaration of acceleration
prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date, provided that such person shall surrender to the Company upon conversion an
amount equal to the interest payable on such Interest Payment Date on the principal amount of the Security then being converted. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security (or any part
thereof) which is converted, interest whose Stated Maturity is after the date of conversion of such Security (or such part thereof) shall not be payable. 
  
 Section 308. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security
and for all other 

  

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purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary. 
  
 Section 309.
Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and
shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee.
No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by
a Company Order. 
  
 Section 310. Computation of Interest.
Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
  
 ARTICLE FOUR 
  
 SATISFACTION AND DISCHARGE

  
 Section 401. Satisfaction and Discharge of
Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
  
 (1) either 
  
 (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation; or 
  
 (B) all such Securities not theretofore delivered to the Trustee for cancellation 
  
 (i) have become due and payable, or 
  
 (ii) will become due and payable at their Stated Maturity within one year, or 
  

 -23- 








 (iii) are to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in
the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
  
 (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 have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section
402 and the last paragraph of Section 1003 shall survive. 
  
 Section 402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with the Trustee. 
  
 ARTICLE FIVE 
  
 REMEDIES 
  
 Section 501. Events of Default. “Event of Default,” wherever used herein with respect to Securities of any series, means any of the events specified in a Board Resolution or Supplemental Indenture with respect to such
series, as well as: 
  
 (1) the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, 

  

 -24- 








 
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or 
  
 (2) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such action. 
  
 Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(1) or 501(2)) with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(1) or 501(2) with respect to Securities of
any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. 
  
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if 
  
 (1) the Company has paid or deposited with the Trustee a sum sufficient to pay 
  
 (A) all overdue interest on all Securities of that series, 
  

 -25- 








 (B) the principal (or other specified amount in the case of Original Issue Discount Securities) of (and
premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
  
 (C) to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate or rates prescribed therefor in such Securities, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
  
 (2) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 
  
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 
  
 Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if 
  
 (1) default is made
in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  
 Section 504. Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and
the Trustee allowed in any such proceeding. In particular, the Trustee 

  

 -26- 








 
shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607. 
  
 No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee. 
  
 Section 505. Trustee May
Enforce Claims without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
  
 Section 506. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  
 FIRST: To the payment of all amounts due the Trustee under Section 607; and 
  
 SECOND: To the payment of the amounts then due and unpaid for principal of and any premium, if any, and interest on the
Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and premium, if any, and
interest, respectively. 
  
 Section 507. Limitation on
Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

  

 -27- 








 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that series; 
  
 (2) the Holders of
not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
  
 (3) such Holder or Holders have offered to the Trustee reasonable indemnity
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 of such Holders.

  
 Section 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest and to Convert. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium
and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article Fourteen and the
terms of any indenture supplemental hereto relating to the Securities of a particular series 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 has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted. 
  
 Section 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, 

  

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and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  
 Section 511. Delay or Omission not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the
case may be. 
  
 Section 512. Control by Holders. The
Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series, provided that 
  
 (1) such direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined that the action so directed would be unjustly prejudicial to Holders of Securities of
that series, or any other series, not taking part in such direction, and 
  
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture. 
  
 Section 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 waive any past default hereunder with respect to such series and its consequences, except a default 
  
 (1) in the payment of the principal of or any premium or interest on any
Security of such series, or 
  
 (2) in respect of a covenant or
provision hereof which under Article Nine or the terms of any indenture supplemental hereto relating to Securities of such series cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

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

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 Section 514. Undertaking for Costs. In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any
such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or in any suit for the enforcement of the right to convert any Security in accordance with Article Fourteen or the terms of any indenture supplemental hereto relating to Securities of a particular
series. 
  
 Section 515. Waiver of Usury, Stay or Extension
Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  
 ARTICLE SIX 
  
 THE TRUSTEE 
  
 Section 601. Certain Duties and Responsibilities. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if 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. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

  
 Section 602. Notice of Defaults. If a default occurs
hereunder with respect to Securities of any series which default is known to the Trustee, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default in the performance, or breach, of any covenant or warranty contained in a Board Resolution or Supplemental Indenture for any series of Securities with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 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 Securities of such series. 
  

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 Section 603. Certain Rights of Trustee. Subject to the provisions of Section 601: 
  
 (1) the Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties; 
  
 (2)
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 
  
 (3) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (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 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction; 
  
 (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company upon reasonable advance notice during normal business hours, personally or by agent or attorney; and 
  
 (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. 
  
 Section 604. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating 

  

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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. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
  
 Section 605. May Hold Securities and Act as Trustee Under Other Indentures. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
  
 Subject to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee
under other indentures under which other securities, or certificates of interest of participation in other securities, of the Company are outstanding in the same manner as if it were not Trustee hereunder. 
  
 Section 606. 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 with the Company. 
  
 Section 607. Compensation and Reimbursement. The Company agrees

  
 (1) to pay to the Trustee 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 the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and 
  
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence 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. 
  
 Section 608. Conflicting Interests. If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 
  

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 Section 609. Corporate Trustee Required; Eligibility. There shall at all times be one (and only
one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and
has (or if the Trustee is a subsidiary of a bank holding company its parent shall have) a combined capital and surplus of at least $100,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article. 
  
 Section 610. Resignation and Removal; Appointment of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
  
 The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series. 
  
 The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. 
  
 If at any time: 
  
 (1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder,
or 
  
 (3) the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months 

  

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may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. 
  
 If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, the retiring Trustee may petition, or any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition, any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office. 
  
 Section 611. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
  
 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 

  

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indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
  
 Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 
  
 No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this Article. 
  
 Section 612. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee (including the trust created by this Indenture), shall be the
successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such Securities. 
  
 Section 613. Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the 

  

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Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such
other obligor). 
  
 Section 614. Appointment of Authenticating
Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating
Agent is a subsidiary of a bank holding company its parent shall have) a combined capital and surplus of not less than $100,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section. 
  
 Any 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 (including the authenticating agency contemplated by this Indenture), shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  
 An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor 

  

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hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section. 
  
 The Trustee agrees to pay to each
Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. 
  
 If an appointment with respect to one or more series is made pursuant to this
Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 
  
 This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture. 
  

			
	 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee

		
	By:	 	 
	 	 	

	 	 	 As Authenticating Agent



  

			
		
	By:	 	 
	 	 	

	 	 	 Authorized Officer



  

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 ARTICLE SEVEN 
  
 HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY 
  
 Section 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee

  
 (1) semi-annually, not later than 15 days after the Regular
Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, as the case may be, and 
  
 (2) at such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
  
 provided that no such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.

  
 Section 702. Preservation of Information; Communications to
Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701, if any, and the names and addresses
of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
  
 The rights of Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
  
 Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
  
 Section 703. Reports by Trustee. The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
  
 Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July
1 in each calendar year, commencing with the first July 1 after the first issuance of Securities pursuant to this Indenture. 
  
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities
are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. 
  

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 Section 704. Reports by Company. The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed by the Company with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the
Commission. 
  
 ARTICLE EIGHT

  
 CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE 
  
 [Reserved] 
  
 ARTICLE NINE 
  
 SUPPLEMENTAL INDENTURES 
  
 Section 901. Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Company, when authorized by 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, or successive successions, and the assumption by any such successor of the covenants of
the Company herein and in the Securities in accordance with the requirements of this Indenture; 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 additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such
series); or 
  
 (4) to add to or change any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of
Securities in uncertificated form; or 
  
 (5) to add to, change or
eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or 

  

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elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or 
  
 (6) to secure the Securities of any one or more series; or 
  
 (7) to establish the form or terms of Securities of any series as permitted
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, pursuant to the requirements of Section 611; or 
  
 (9) to make provision with respect to the conversion rights of Holders or Holders of Securities of one or more series, pursuant to the requirements of
Article Fourteen, including providing for the conversion of the Securities into any security (other than the Common Stock of the Company) or Property of the Company; or 
  
 (10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities
of any series in any material respect; or 
  
 (11) to supplement
any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles Four and Thirteen, provided that any such action shall not adversely
affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. 
  
 Section 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of a majority in principal amount of the Outstanding
Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
  

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of 

  

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the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the subordination of such series of Securities in a manner adverse to the Holders of
Securities of such series, or 
  
 (2) reduce the percentage in
principal amount of the Outstanding Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 
  
 (3) modify any of the provisions of this Section, Section 513 or Section 1007, except to increase any percentage provided for herein or therein or to
provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1007, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or

  
 (4) if applicable, make any change that adversely affects the
right to convert any security as provided in Article Fourteen or pursuant to Section 301 (except as permitted by Section 901(9)) or decrease the conversion rate or increase the conversion price of any such security. 
  
 A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof. 
  
 Section 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Sections 601 and 603) 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 shall be bound thereby. 
  
 Section 905.
Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 
  
 Section 906. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series. 
  
 ARTICLE TEN 
  
 COVENANTS 
  
 Section 1001.
Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture. 
  
 Section 1002. Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that 

  

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no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 Section 1003. Money For Securities Payments to Be Held in Trust. If
the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act. 
  
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
  
 The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon
the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
  
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the
Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of or any premium or interest on any Security of any series and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days prior to the date such money would escheat to the State or two years after such
principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any 

  

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such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, 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. Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 
  
 Section 1005. 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 existence. 
  
 Section 1006. Opinions as to
Pledged Property. In the case of any series of Securities in respect of which the Company’s obligations are secured pursuant to an indenture supplemental hereto, promptly after the execution and delivery of the supplemental indenture
establishing such series of Securities, the Company shall furnish to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such actions have been taken with respect to the recording and filing of this Indenture and such
supplemental indenture relating to such series of Securities and with respect to the execution and filing of any financing statements and continuation statements as are necessary to make effective and perfect the Lien and security interest intended
to be created by this Indenture and such indenture supplemental hereto in favor of the Trustee for the benefit of the Holders of Securities of such series, and reciting the details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such Lien and security interest effective. 
  
 If after the first issuance of Securities of a particular series in respect of which the Company’s obligations are secured pursuant to an indenture supplemental hereto the Company shall execute any other
supplemental indenture or other requisite document relating to such series of Securities, promptly after such execution the Company shall furnish to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such actions have
been taken with respect to the recording, filing, re-recording and refiling of this Indenture and any such supplemental indentures other requisite documents relating to such series of Securities and with respect to the execution and filing of any
financing statements and continuation statements as are necessary to make effective and perfect the Lien and security interest intended to be created by this Indenture, such indentures supplemental hereto and such other requisite documents in favor
of the Trustee for the benefit of Holders of Securities of such series and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or stating that, in the opinion of such counsel, no such action
is necessary to make such Lien and security interest effective. 
  

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 On or before May 1, in each calendar year, beginning with the first calendar year commencing more than
three months after the date of authentication and delivery of any Securities of any series that are secured by any Lien on property, the Company shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and any such indentures supplemental hereto with respect to the property pledged to secure such Securities and reciting the
details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this
Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and any other requisite documents and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture and any such indentures supplemental hereto with respect to such property until May 1 in the following calendar year.

  
 Section 1007. Waiver of Certain Covenants. Except as
otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any
covenant provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least 50% in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  
 ARTICLE ELEVEN 
  
 REDEMPTION OF SECURITIES

  
 Section 1101. Applicability of Article. Securities
of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article. 
  
 Section 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. 
  

Section 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all
the Securities of such series 

  

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and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 
  
 If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted
during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. 
  
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected
for partial redemption as aforesaid, the principal amount thereof to be redeemed. 
  
 The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 
  
 For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 

 
 Section 1104. Notice of Redemption. Notice of redemption shall be
given by first-class mail, postage prepaid, and shall be in the form as specified in a Board Resolution or Supplemental Indenture for any series of Securities hereunder. 
  
 Section 1105. Payment of Redemption Price. Payment of the Redemption Price shall be made as provided in a Board
Resolution or Supplemental Indenture for any series of Securities hereunder. 
  
 Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) 

  

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such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid
by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior
to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

  
 If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
  
 Section 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
  
 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 any series except as otherwise specified as contemplated by Section 301 for such Securities. 
  
 The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities, the cash amount of
any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities. 
  
 Section 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of
such series required to be made pursuant to the terms of such Securities as and to the extent 

  

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provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to
be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly. 
  
 Section 1203. Redemption of
Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment
for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
  
 ARTICLE THIRTEEN 
  
 DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 1301. Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may elect, at its option at any time, to have Section
1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.

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

  

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Article Fourteen and the provisions of any indenture supplemental hereto relating to conversion of such Securities, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities. 
  
 Section 1303. Covenant Defeasance. Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its
obligations under any covenants provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event with respect to any such covenants provided pursuant to Section 301(19),
901(2) or 901(7), shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called
“Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in
any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 
  
 Section 1304. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case
may be: 
  
 (1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal
of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause 

  

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(x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest
on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 
  
 (2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable
Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to
occur. 
  
 (3) In the event of an election to have Section 1303
apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit
and Covenant Defeasance were not to occur. 
  
 (4) The Company
shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

  
 (5) No event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on
or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 
  
 (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Securities are in default within the meaning of such Act). 
  
 (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.

  
 (8) Such Defeasance or Covenant Defeasance shall not result in
the trust arising from such deposit constituting an investment company within the meaning of the 

  

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Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. 
  
 (9) The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
  
 Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject
to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the
Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in
respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 
  
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. 
  
 Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with
respect to such Securities. 
  
 Section 1306.
Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article;
provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of
such Securities to receive such payment from the money so held in trust. 
  

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 ARTICLE FOURTEEN 
  
 CONVERSION OF SECURITIES

  
 Section 1401. Applicability of Article. The
provisions of this Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and the issuance of such shares of Common Stock upon the conversion of such Securities, except as
otherwise specified as contemplated by Section 301 for the Securities of such series. 
  
 Section 1402. Notice of Certain Corporate Actions. The Company shall give such notice to Holders as shall be specified in a Board Resolution or Supplemental Indenture for any series of Securities hereunder.

  
 Section 1403. Reservation of Shares of Common Stock.
The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock of the
Company then issuable upon the conversion of all outstanding Securities of any series that has conversion rights. 
  
 Section 1404. Payment of Certain Taxes upon Conversion. Except as provided in the next sentence, the Company will pay any and all taxes that may be
payable in respect of the issue or delivery of shares of its Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of its Common Stock in a name other than that of the Holder of the Security or Securities to be converted, 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 1405. Nonassessability. The Company covenants that all shares of its Common Stock which may be issued upon conversion of Securities will
upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable. 
  
 Section 1406. Duties of Trustee Regarding Conversion. Neither the Trustee nor any conversion agent shall at any time be under any duty or
responsibility to any Holder of Securities of any series that is convertible into Common Stock of the Company to determine whether any facts exist which may require any adjustment of the conversion price, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided to be
employed in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the Company, or of any securities or property, which may at
any time be issued or delivered upon the conversion of any Securities and neither the Trustee nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 601, neither the 

  

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Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of its Common Stock or stock
certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article Fourteen or in the applicable supplemental indenture,
resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the Company. 
  
 Section 1407. Repayment of Certain Funds upon Conversion. Any funds which at any time shall have been deposited by the Company or on its behalf
with the Trustee or any other paying agent for the purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including, but not limited to, funds deposited for the sinking fund referred to in Article
Twelve hereof and funds deposited pursuant to Article Thirteen hereof) and which shall not be required for such purposes because of the conversion of such Securities as provided in this Article Fourteen shall after such conversion be repaid to the
Company by the Trustee upon the Company’s written request. 
  
 ARTICLE FIFTEEN 
  
 COLLATERAL 
  
 Section 1501.
Releases of Collateral. In case this Indenture or any indenture supplemental hereto shall provide for the release of any collateral from the Lien hereof or thereof in favor of the Holders of Securities of any series the Trustee shall
release the same from the Lien of this Indenture or such indenture supplemental hereto upon receipt by the Trustee of an application of the Company requesting such release and describing the Property to be so released, together with: 
  
 (a) an Officers’ Certificate, dated not more than 30 days prior to the
date of the application for such release, stating in substance as follows: 
  
 (i) the Company has sold or disposed of or has contracted to sell or dispose of the Property so requested to be released or the Company is otherwise entitled to the release of such Property, and in any such case
identifying the section or sections of this Indenture or any indenture supplemental hereto under which the Company is entitled to the release of such Property; 
  

(ii) that, in the opinion of the signer, the security afforded by this Indenture and such indenture supplemental hereto will not be
impaired by such release in contravention of the provisions hereof and thereof, and, in the case of Property to be disposed of by the Company, unless the Property (or comparable Property) is to be leased or rented by the Company, the Property to be
released is not necessary for the efficient operation of its remaining Property that is used or useful in connection with its business; 
  
 (iii) in case it shall be stated pursuant to clause (b)(i) that such Property is to be sold or disposed of, either (1) that the Company
has disposed of or will dispose of, the 

  

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Property so to be released for a consideration representing, in the opinion of the signers, its Fair Market Value, which consideration may consist of any one
or more of the following: (A) cash, (B) obligations secured by a purchase money Lien upon the Property so to be released, and (C) any other Property that, upon acquisition thereof by the Company, would be subject to the Lien of this Indenture, and
such indenture supplemental hereto subject to no Lien other than Liens permitted hereby and thereby, all of such consideration to be briefly described in the certificate, or (2) that the Property so to be released has been or is to be disposed of
without consideration (or for consideration less than Fair Market Value), in which event such certificate shall state the reason for its disposition at less than Fair Market Value; 
  
 (iv) that no Default or Event of Default exists; 
  
 (v) the Fair Market Value, in the opinion of the signers, of
the Property to be released; provided, however, that it shall not be necessary under this clause (v) to state the Fair Market Value of any Property whose Fair Market Value is certified in a certificate of an Independent Appraiser or
Independent Financial Advisor under subdivision (b) of this Section; 
  
 (vi) that all conditions precedent provided in this Indenture and any indenture supplemental hereto relating to the release of the Property in question have been complied with; and 
  
 (vii) whether the aggregate of the Fair Market Value of the
Property to be released and the Fair Market Value of all other Property released since the commencement of the then current calendar year (as previously certified to the Trustee in connection with releases) is 10% or more of the aggregate principal
amount of all Securities of such series then outstanding and whether the Fair Market Value of the Property to be released is at least $25,000 and at least 1% of the aggregate principal amount of all Securities of such series at the time outstanding
and if all the facts specified in this clause (vii) are present, that a certificate of an Independent Appraiser or Independent Financial Advisor as to the Fair Market Value of the Property to be released will be furnished under subdivision (c) of
this Section; 
  
 (b) in case it shall be stated pursuant to
clause (a)(vii) that the same shall be furnished, a certificate of an Independent Appraiser, or if such Property consists of securities being pledged as collateral, a certificate of an Independent Financial Advisor, dated not more that 30 days prior
to the application for such release, stating: 
  
 (1) the Fair Market Value, in the opinion of the signer, of the Property to be released; and 
  
 (2) that such release, in the opinion of the signer, will not impair the security under this Indenture and any indenture supplemental
hereto in contravention of the terms hereof and thereof; 
  

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 (c) any Property other than cash or obligations received or to be received as consideration for any
Property so to be released or, if the Property so to be released is subject to a Prior Lien, a certificate of the trustee, mortgagee or other holder of such Prior Lien that it has received such money or obligations received and has been irrevocably
authorized by the Company to pay over to the Trustee any balance of such money or obligations, remaining after the discharge of such Prior Lien; and, if any Property other than cash or obligations is included in the consideration for any Property so
to be released, such instruments of conveyance, assignment and transfer, if any, as may be necessary, in the Opinion of Counsel hereinafter referred to, to subject to the Lien of this Indenture and any such indenture supplemental hereto all the
right, title and interest of the Company in and to such Property; 
  
 (d) an Opinion of Counsel substantially to the effect (i) either (1) that such instruments of conveyance, assignment and transfer as have been or are then delivered to the Trustee are sufficient to subject to the Lien of this Indenture and
any such indenture supplemental hereto all the right, title and interest of the Company in and to any Property, other than cash and obligations, that is included in the consideration for the Property so to be released, or (2) that no instruments of
conveyance, assignment or transfer are necessary for such purpose, (ii) that the Company has corporate power to own all Property included in the consideration for such release, and (iii) that all conditions precedent herein provided and provided in
any indenture supplemental hereto relating to the release of the Property in question have been complied with. 
  

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

			
	 ACCLAIM ENTERTAINMENT, INC.

		
	By:	 	/S/    GERARD F. AGOGLIA
	 	 	

	 	 	 Title:   Chief Financial Officer



  

			
	 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee 

		
	By:	 	/S/    PATRICK J. CROWLEY
	 	 	

	 	 	 Title:   Vice President



  

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