Exhibit 4.1


 


	 	 



 


Dated as of December 16, 2019


 


iSTAR INC.

4.250% SENIOR NOTES DUE 2025


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee


 





 



 


Thirty-Fourth

SUPPLEMENTAL INDENTURE


 





 



 






     


     


    

 


 


CROSS-REFERENCE TABLE


 


	Trust Indenture
 Act Section	 	Supplemental

 Indenture Sections	 
	310(a)(1)	 	7.10	 
	  (a)(2)	 	7.10	 
	  (a)(3)	 	N.A.	 
	  (a)(4)	 	N.A.	 
	  (a)(5)	 	7.10	 
	  (b)	 	7.10	  
	  (c)	 	N.A.	 
	311(a)	 	7.11	 
	  (b)	 	7.11	 
	  (c)	 	N.A.	 
	312(a)	 	2.05	 
	  (b)	 	11.03	 
	  (c)	 	11.03	 
	313(a)	 	7.06	 
	  (b)(2)	 	7.07	 
	  (c)	 	7.06; 11.02	 
	  (d)	 	7.06	 
	314(a)	 	4.03; 11.02	 
	  (c)(1)	 	11.04	 
	  (c)(2)	 	11.04	 
	  (c)(3)	 	N.A.	 
	  (e)	 	11.05	 
	  (f)	 	N.A.	 
	315(a)	 	7.01	 
	  (b)	 	7.05, 11.02	 
	  (c)	 	7.01	 
	  (d)	 	7.01	 
	  (e)	 	6.11	 
	316(a) (last sentence)	 	2.09	 
	  (a)(1)(A)	 	6.05	 
	  (a)(1)(B)	 	6.04	 
	  (a)(2)	 	N.A.	 
	  (b)	 	6.07	 
	  (c)	 	2.13	 
	317(a)(1)	 	6.08	 
	  (a)(2)	 	6.09	 
	  (b)	 	2.04	 
	318(a)	 	11.01	 
	  (b)	 	N.A.	 
	  (c)	 	11.01	 



 





 






N.A. means not applicable.


*This cross-reference table is not part
of the Supplemental Indenture.


 






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TABLE OF CONTENTS


 




	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 1.01  	Definitions	1
	Section 1.02 	Other Definitions	17
	Section 1.03  	Incorporation by Reference of Trust Indenture Act	17
	Section 1.04 	Rules of Construction	17
	ARTICLE II THE NOTES	18
	Section 2.01 	Form and Dating	18
	Section 2.02  	Execution and Authentication	19
	Section 2.03  	Registrar and Paying Agent	20
	Section 2.04  	Paying Agent To Hold Money in Trust	20
	Section 2.05  	Holder Lists	20
	Section 2.06  	Transfer and Exchange	21
	Section 2.07   	Replacement Notes	24
	Section 2.08  	Outstanding Notes	25
	Section 2.09  	Treasury Notes	25
	Section 2.10  	Temporary Notes	25
	Section 2.11 	Cancellation	25
	Section 2.12 	Defaulted Interest	25
	Section 2.13 	Record Date	26
	Section 2.14  	CUSIP and ISIN Numbers	26
	ARTICLE III REDEMPTION	26
	Section 3.01 	Notices to Trustee	26
	Section 3.02  	Selection of Notes to Be Redeemed	26
	Section 3.03 	Notice of Redemption	27
	Section 3.04  	Effect of Notice of Redemption	28
	Section 3.05  	Deposit of Redemption Price	28
	Section 3.06  	Notes Redeemed in Part	28
	Section 3.07  	Optional Redemption	28
	Section 3.08  	Mandatory Redemption	29
	ARTICLE IV COVENANTS	29
	Section 4.01	Payment of Notes	29



 






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	Section 4.02   	Maintenance of Office or Agency	29
	Section 4.03   	Reports to Holders	30
	Section 4.04   	Compliance Certificate	31
	Section 4.05   	Taxes	31
	Section 4.06   	Stay, Extension and Usury Laws	31
	Section 4.07   	Limitation on Incurrence of Additional Indebtedness	31
	Section 4.08   	Corporate Existence	32
	Section 4.09   	Maintenance of Total Unencumbered Assets	32
	Section 4.10   	Offer to Repurchase Upon Change of Control Triggering Event	32
	Section 4.11   	Suspension of Certain Covenants if Certain Ratings are Assigned	34
	Section 4.12   	Maintenance of Properties; Books and Records; Compliance with Law	34
	ARTICLE V SUCCESSORS	35
	Section 5.01   	Merger, Consolidation, or Sale of Assets	35
	Section 5.02   	Successor Corporation Substituted	36
	ARTICLE VI DEFAULTS AND REMEDIES	36
	Section 6.01   	Events of Default	36
	Section 6.02   	Acceleration	37
	Section 6.03   	Other Remedies	38
	Section 6.04   	Waiver of Past Defaults	38
	Section 6.05   	Control by Majority	39
	Section 6.06   	Limitation on Suits	39
	Section 6.07   	Rights of Holders of Notes To Receive Payment	39
	Section 6.08   	Collection Suit by Trustee	39
	Section 6.09   	Trustee May File Proofs of Claim	40
	Section 6.10   	Priorities	40
	Section 6.11   	Undertaking for Costs	40
	ARTICLE VII TRUSTEE	41
	Section 7.01   	Duties of Trustee	41
	Section 7.02   	Rights of Trustee	42
	Section 7.03   	Individual Rights of Trustee	43
	Section 7.04   	Trustee’s Disclaimer	43
	Section 7.05   	Notice of Defaults	43



 






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	Section 7.06   	Reports by Trustee	43
	Section 7.07   	Compensation and Indemnity	44
	Section 7.08   	Replacement of Trustee	45
	Section 7.09   	Successor Trustee by Merger, etc	45
	Section 7.10   	Eligibility; Disqualification	46
	Section 7.11   	Preferential Collection of Claims	46
	ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	46
	Section 8.01   	Option To Effect Legal Defeasance or Covenant Defeasance	46
	Section 8.02   	Legal Defeasance and Discharge	46
	Section 8.03   	Covenant Defeasance	47
	Section 8.04   	Conditions to Legal or Covenant Defeasance	47
	Section 8.05   	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	48
	Section 8.06   	Repayment to Company	49
	Section 8.07   	Reinstatement	49
	ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER	50
	Section 9.01   	Without Consent of Holders of Notes	50
	Section 9.02   	With Consent of Holders of Notes	50
	Section 9.03   	Compliance with Trust Indenture Act	52
	Section 9.04   	Revocation and Effect of Consents	52
	Section 9.05   	Notation on or Exchange of Notes	52
	Section 9.06   	Trustee To Sign Amendments, etc	52
	Section 9.07   	Additional Voting Terms	53
	ARTICLE X SATISFACTION AND DISCHARGE	53
	Section 10.01   	Satisfaction and Discharge	53
	Section 10.02   	Application of Trust Money	53
	ARTICLE XI MISCELLANEOUS	54
	Section 11.01   	Trust Indenture Act Controls	54
	Section 11.02   	Notices	54
	Section 11.03   	Communication by Holders of Notes with Other Holders of Notes	55
	Section 11.04   	Certificate and Opinion as to Conditions Precedent	55
	Section 11.05   	Statements Required in Certificate or Opinion	55
	Section 11.06   	Rules by Trustee and Agents	56



 






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	Section 11.07	No Personal Liability of Directors, Officers, Employees and Stockholders	56
	Section 11.08	Governing Law	56
	Section 11.09	No Adverse Interpretation of Other Agreements	56
	Section 11.10	Successors	56
	Section 11.11	Severability	56
	Section 11.12	Counterpart Originals	56
	Section 11.13	Table of Contents, Headings, etc	56
	Section 11.14	Force Majeure	57
	Section 11.15	USA PATRIOT Act	57


 


EXHIBITS


 


Exhibit A                    FORM OF NOTE


 






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SUPPLEMENTAL INDENTURE
dated as of December 16, 2019 between iSTAR INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Trustee”).


 


The Company has heretofore
delivered to the Trustee a Base Indenture, dated as of February 5, 2001, a form of which is an exhibit to the Company’s
Registration Statement on Form S-3 (Registration No. 333-220353), providing for the issuance from time to time
of debt securities of the Company.


 


The Board of Directors
of the Company has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture and to issue
Notes governed hereby.


 


The Company and the
Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:


 


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01       
Definitions.


 


“2015 Revolving
Credit Agreement” means the secured revolving credit agreement entered into by the Company on March 27, 2015, as amended
through the date hereof, with JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Barclays Bank PLC, as joint lead arrangers and joint bookrunners, as the same may be
amended from time to time.


 


“2016 Credit
Agreement” means the amended and restated senior secured credit agreement entered into by the Company on June 23, 2016,
as amended through the date hereof, with JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC, Barclays
Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, as the same
may be amended from time to time.


 


“Acquired
Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Subsidiary
of the Company or at the time it merges or consolidates with the Company or any of its Subsidiaries or assumed in connection with
the acquisition of assets from such Person and in each case whether or not incurred by such Person in connection with, or in anticipation
or contemplation of, such Person becoming a Subsidiary of the Company or such acquisition, merger or consolidation.


 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued under this Supplemental Indenture in accordance with
Sections 2.02 and 4.07, as part of the same series as the Initial Notes.


 


“Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with, such specified Person. The term
“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative of the foregoing.


 






     


     


    

 


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


 


“Applicable
Premium” means, at any Redemption Date, the greater of: (1) 1.0% of the principal amount of the Notes; and (2) the excess
of (a) the present value at such Redemption Date of (i) 100.000% of the principal amount of the Notes on the Redemption Date plus
(ii) all required remaining scheduled interest payments due on the Notes through May 1, 2025, excluding accrued but unpaid interest
to the Redemption Date, computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the principal amount
of the Notes on such Redemption Date. Calculation of the Applicable Premium will be made by the Company or on behalf of the Company
by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation
of the Trustee.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules
and procedures of the Depositary that apply to such transfer or exchange.


 


“Asset Acquisition”
means: (1) an Investment by the Company or any Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Subsidiary of the Company or any Subsidiary of the Company, or shall be merged with or into the Company or any Subsidiary
of the Company; or (2) the acquisition by the Company or any Subsidiary of the Company of the assets of any Person (other
than a Subsidiary of the Company) that constitute all or substantially all of the assets of such Person or comprises any division
or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.


 


“Asset Sale”
means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer for value by the Company or any Subsidiary of the Company (including any sale
and leaseback transaction) to any Person other than the Company or a Wholly Owned Subsidiary of the Company of:


 


(1)              
any Capital Stock of any Subsidiary of the Company; or


 


(2)              
any of the Company’s or its Subsidiaries’ other property or assets other than sales of loan-related assets
made in the ordinary course of the Company’s real estate lending business and other asset sales made in the ordinary course
of the Company’s business.


 


“Bankruptcy
Law” means Title 11, United States Code, as amended, or any similar United States federal or state law relating
to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to,
succession to or change in any such law.


 


“Base Indenture”
means the indenture dated as of February 5, 2001 between the Company and the Trustee as amended or supplemented from time
to time after the date hereof.


 






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“Below Investment
Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any
date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day
period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as
the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).


 


“Board of
Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.


 


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


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The
City of New York are authorized or obligated by law or executive order to close.


 


“Capitalized
Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified
and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations
at any date shall be the capitalized amount of such obligations at any date shall be the capitalized amount of such obligations
at such date, determined in accordance with GAAP.


 


“Capital Stock”
means:


 


(1)              
with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person;
and


 


(2)              
with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such
Person.


 


“Change of
Control” means the occurrence of one or more of the following events:


 


(1)              
any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially
all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act
(a “Group”), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions
of this Supplemental Indenture);


 


(2)              
the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of
the Company (whether or not otherwise in compliance with the provisions of this Supplemental Indenture);


 






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(3)              
any Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more
than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Company; or


 


(4)              
the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such period, and such replacement shall not have been approved
by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members of such
Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved.


 


“Change of
Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 


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


 


“Common Stock”
of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person’s common stock, and includes, without limitation, all series and classes of such
common stock.


 


“Company”
means iStar Inc. and any and all successors thereto that become a party to this Supplemental Indenture in accordance with its terms.


 


“Consolidated
EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of:


 


(1)              
Consolidated Net Income; and


 


(2)              
to the extent Consolidated Net Income has been reduced thereby:


 


(a)              
all income taxes of such Person and its Subsidiaries paid or accrued in accordance with GAAP for such period (other than
income taxes attributable to extraordinary gains or losses and direct impairment charges or the reversal of such charges on the
Company’s assets);


 


(b)              
Consolidated Interest Expense; and


 


(c)              
depreciation, depletion and amortization;


 


all as determined on a consolidated basis
for such Person and its Subsidiaries in accordance with GAAP.


  






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“Consolidated Fixed Charge
Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction giving rise
to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the
“Transaction Date”) to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition
to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and
“Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period
of such calculation to:


 


(1)              
the incurrence or repayment of any Indebtedness of such Person or any of its Subsidiaries (and the application of the proceeds
thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application
of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working
capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to
the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case
may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and


 


(2)              
any asset sales or other dispositions or any asset originations, asset purchases, Investments and Asset Acquisitions (including,
without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of
its Subsidiaries (including any Person who becomes a Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise
being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost
reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) attributable to the assets which
are originated or purchased, the Investments that are made and the assets that are the subject of the Asset Acquisition or asset
sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to
the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or
asset origination, asset purchase, Investment or Asset Acquisition (including the incurrence, assumption or liability for any such
Acquired Indebtedness) occurred on the first day of the Four Quarter Period. If such Person or any of its Subsidiaries directly
or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed
Indebtedness as if such Person or any Subsidiary of such Person had directly incurred or otherwise assumed such guaranteed Indebtedness.


 


“Consolidated
Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:


 


(1)              
Consolidated Interest Expense; plus


 


(2)              
the amount of all dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under this
Supplemental Indenture, its Subsidiaries (other than dividends paid in Qualified Capital Stock) paid, accrued or scheduled to be
paid or accrued during such period.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, the sum of, without duplication:


 


(1)               the
aggregate of the interest expense of such Person and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, including, without limitation: (a) any amortization of debt discount; (b) the net costs under
Interest Swap Obligations; (c) all capitalized interest; and (d) the interest portion of any deferred
payment obligation; and


 






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(2)              
to the extent not already included in clause (1), the interest component of Capitalized Lease Obligations paid, accrued
and/or scheduled to be paid or accrued by such Person and its Subsidiaries during such period, as determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and
its Subsidiaries before the payment of dividends on Preferred Stock for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom:


 


(1)              
after-tax gains and losses from Asset Sales or abandonments or reserves relating thereto (including gains and losses
from the sale of corporate tenant lease assets);


 


(2)              
after-tax items classified as extraordinary gains or losses and direct impairment charges or the reversal of such charges
on the Company’s assets;


 


(3)              
the net income (but not loss) of any Subsidiary of the referent Person to the extent that the declaration of dividends or
similar distributions by that Subsidiary of that income is restricted by a contract, operation of law or otherwise;


 


(4)              
the net income or loss of any other Person, other than a Consolidated Subsidiary of the referent Person, except:


 


(a)              
to the extent (in the case of net income) of cash dividends or distributions paid to the referent Person, or to a Wholly
Owned Subsidiary of the referent Person (other than a Subsidiary described in clause (3) above), by such other Person; or


 


(b)              
that the referent Person’s share of any net income or loss of such other Person under the equity method of accounting
for Affiliates shall not be excluded;


 


(5)              
any restoration to income of any contingency reserve of an extraordinary, nonrecurring or unusual nature;


 


(6)              
income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such
period whether or not such operations were classified as discontinued, but not including revenues, expenses, gains and losses relating
to real estate properties sold or held for sale, even if they were classified as attributable to discontinued operations under
the provisions of ASC 205-20); and


 


(7)              
in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s
assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets.


 


“Consolidated
Net Worth” of any Person means the consolidated stockholders’ equity of such Person, as of the end of the
last completed fiscal quarter ending on or prior to the date of the transaction giving rise to the need to calculate
Consolidated Net Worth determined on a consolidated basis in accordance with GAAP, less (without duplication) amounts
attributable to Disqualified Capital Stock of such Person and interests in such Person’s Consolidated Subsidiaries not
owned, directly or indirectly, by such Person.


 






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“Consolidated
Subsidiary” means, with respect to any Person, a Subsidiary of such Person, the financial statements of which are consolidated
with the financial statements of such Person in accordance with GAAP.


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 11.02 or such other address
as to which the Trustee may give notice to the Company.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed
to protect the Company or any Subsidiary of the Company against fluctuations in currency values.


 


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


 


"Debt Facilities"
means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, including the Existing Credit Agreements,
or other financing arrangements (including, without limitation, indentures) providing for revolving credit loans, term loans, letters
of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings
thereof, in whole or in part, and any indentures or credit facilities that replace, refund, supplement or refinance any part of
the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or
refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters
the maturity thereof (provided that such increase in borrowings or issuances is permitted under Section 4.07 hereof) or adds Subsidiaries
as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders
or other holders.


 


“Default”
means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an
Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06,
in the form of Exhibit A except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03
as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become
such pursuant to the applicable provision of this Supplemental Indenture.


 


“Disqualified
Capital Stock” means that portion of any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole
option of the holder thereof on or prior to the final maturity date of the Notes.


 






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“Dollars”
and “$” means the lawful money of the United States.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto, and the rules
and regulations promulgated thereunder.


 


“Existing
Credit Agreements” mean: (1) the 2015 Revolving Credit Agreement and (2) the 2016 Credit Agreement, in each
case together with the related documents thereto (including, without limitation, any security documents) and in each case as such
agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time,
including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the
amount of available borrowings thereunder (provided that such increase in borrowings is permitted by Section 4.07 hereof)
or adding subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.


 


“fair market
value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length,
free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure
or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to
the Trustee.


 


“Fitch”
means Fitch Ratings, or any successor thereto.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession
of the United States; provided, however, that (i) revenues, expenses, gains and losses that are included in results of discontinued
operations because of the application of ASC 205-20 will be treated as revenues, expenses, gains and losses from continuing operations;
and (ii) lease liabilities and associated expenses recorded by the Company pursuant to ASU 2016-02, Leases, shall not be
treated as Indebtedness and shall not be included in Consolidated Interest Expense or Consolidated Fixed Charges, unless the lease
liabilities would have been treated as capital lease obligations under GAAP as in effect prior to the adoption of ASU 2016-02,
Leases (in which case such lease liabilities and associated expenses shall be treated as Capital Lease Obligations and included
in Consolidated Interest Expense and Consolidated Fixed Charges under the Indenture).


 


“Global Note
Legend” means the legend set forth in Section 2.06(f) which is required to be placed on all Global Notes issued
under this Supplemental Indenture.


 






    - 8 -


     


    

 


 



 


“Global Notes”
means, individually and collectively, the Global Notes, in the form of Exhibits A, issued in accordance with Section 2.01
or 2.06.


 


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


 


“Holder”
means a Person in whose name a Note is registered on the Registrar’s books.


 


“Indebtedness”
means with respect to any Person, without duplication:


 


(1)              
all Obligations of such Person for borrowed money;


 


(2)              
all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)              
all Capitalized Lease Obligations of such Person;


 


(4)              
all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations
and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising
in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted);


 


(5)              
all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit
transaction;


 


(6)              
guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above
and clause (8) below;


 


(7)              
all Obligations of any other Person of the type referred to in clauses (1) through (6) above which are secured by any
Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value
of such property or asset and the amount of the Obligation so secured;


 


(8)              
all Obligations under Currency Agreements and Interest Swap Obligations of such Person; and


 


(9)              
all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital
Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price,
but excluding accrued dividends, if any.


 


For purposes hereof,
the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were
purchased on any date on which Indebtedness shall be required to be determined pursuant to this Supplemental Indenture, and if
such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall
be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.


 






    - 9 -


     


    

 


“Indenture”
means the Base Indenture together with this Supplemental Indenture.


 


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


 


“Initial Notes”
means the $550.0 million aggregate principal amount of 4.250% Senior Notes due 2025 of the Company issued on the Issue Date.


 


“Interest
Payment Date” means February 1 and August 1 of each year, commencing February 1, 2020.


 


“Interest
Period” means the period commencing on and including an Interest Payment Date and ending on and including the day immediately
preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include
December 16, 2019 and end on and include January 31, 2020.


 


“Interest
Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly
or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating
or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated
by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest
rate swaps, caps, floors, collars and similar agreements.


 


“Investment”
means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee),
or corporate tenant lease to or capital contribution to (by means of any transfer of cash or other property to others or any payment
for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences or Indebtedness issued by, any Person. “Investment” shall
exclude extensions of trade credit by the Company and any Subsidiary of the Company on commercially reasonable terms in accordance
with the Company’s or its Subsidiaries’ normal trade practices, as the case may be.


 


“Investment
Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s
and BBB- (or the equivalent) by S&P.


 


“Issue Date”
means December 16, 2019, the date of original issuance of the Initial Notes.


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).


 


“Maturity”
when used with respect to the Notes means the date on which the principal of the Notes becomes due and payable as therein provided
or as provided in this Supplemental Indenture, whether at Stated Maturity or on a Redemption Date, and whether by declaration
of acceleration, call for redemption, purchase or otherwise.


 






    - 10 -


     


    

 


“Moody’s”
means Moody’s Investors Services, Inc. or any successor thereto.


 


“Net Cash
Proceeds,” with respect to any issuance and sale of Capital Stock, means the cash proceeds of such issuance and sale,
net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions
and brokerage, consultant and other fees actually incurred in connection with such issuance and sale and net of taxes paid or payable
as a result thereof.


 


“Non-Recourse
Indebtedness” means any of the Company’s or any of its Subsidiaries’ Indebtedness that is:


 


(1)              
specifically advanced to finance the acquisition of investment assets and secured only by the assets to which such Indebtedness
relates without recourse to the Company or any of its Subsidiaries (other than subject to such customary carve-out matters for
which the Company or its Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation
and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not
been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse
Indebtedness, to the extent that such claim is a liability of the Company for GAAP purposes);


 


(2)              
advanced to any of the Company’s Subsidiaries or group of its Subsidiaries formed for the sole purpose of acquiring
or holding investment assets against, which a loan is obtained that is made without recourse to, and with no cross-collateralization
against, the Company or any of the Company’s Subsidiaries’ other assets (other than subject to such customary carve-out
matters for which the Company or its Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation
and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not
been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse
Indebtedness, to the extent that such claim is a liability of the Company for GAAP purposes) and upon complete or partial liquidation
of which the loan must be correspondingly completely or partially repaid, as the case may be; or


 


(3)              
specifically advanced to finance the acquisition of real property and secured by only the real property to which such Indebtedness
relates without recourse to the Company or any of its Subsidiaries (other than subject to such customary carve-out matters for
which the Company or its Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation
and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not
been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse
Indebtedness, to the extent that such claim is a liability of the Company for GAAP purposes).


 


“Notes”
means, collectively, the Initial Notes and the Additional Notes, if any, as amended or supplemented from time to time in accordance
with the terms hereof, that are issued pursuant to this Supplemental Indenture.


 






    - 11 -


     


    

 


“Obligations”
means all obligations for principal, premium, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.


 


“Officer”
means, with respect to any Person, the President, Chief Executive Officer, Chief Investment Officer, any Vice President, Chief
Operating Officer, Treasurer, Secretary or the Chief Financial Officer of such Person.


 


“Officers’
Certificate” means, with respect to any Person, a certificate signed by two Officers of such Person; provided, however,
that every Officers’ Certificate with respect to compliance with a covenant or condition provided for in this Supplemental
Indenture shall include (i) a statement that the Officers making or giving such Officers’ Certificate have read such
condition and any definitions or other provisions contained in this Supplemental Indenture relating thereto and (ii) a statement
as to whether, in the opinion of the signers, such conditions have been complied with.


 


“Opinion of
Counsel” means an opinion from legal counsel that meets the requirements of Section 11.05. The counsel may be an
employee of or counsel to the Company, or any Subsidiary of the Company.


 


“Participant”
means, with respect to the Depositary, a Person who has an account with the Depositary.


 


“Permitted
Indebtedness” means, without duplication, each of the following:


 


(1)              
(a) the Initial Notes; (b) the Company’s $400.0 million aggregate principal amount of 5.25% Senior Notes due
2022 issued on September 20, 2017; (c) the Company's $287.5 million aggregate principal amount of 3.125% Convertible Senior Notes
due 2022 issued on September 20, 2017; (d) the Company's $775.0 million aggregate principal amount of 4.75% Senior Notes due 2024
issued on September 16, 2019 and November 29, 2019; and (e) the Company’s $100.0 million in unsecured floating rate trust
preferred securities that were issued on September 14, 2005;


 


(2)              
(a) Indebtedness under Debt Facilities outstanding on the Issue Date and (b) Indebtedness incurred after the Issue Date
pursuant to Debt Facilities in an aggregate principal amount at any time outstanding not to exceed the greater of (i) the maximum
aggregate amount available under the Existing Credit Agreements as in effect on the Issue Date and (ii) an amount equal to (x)
35.0% of Total Assets less (y) all other Secured Indebtedness outstanding;


 


(3)              
other Indebtedness of the Company and its Subsidiaries outstanding on the Issue Date (other than Indebtedness described
in clauses (1) and (2) of this definition);


 


(4)              
Interest Swap Obligations of the Company covering Indebtedness of the Company or any of its Subsidiaries and Interest Swap
Obligations of any Subsidiary of the Company covering Indebtedness of such Subsidiary; provided, however, that such Interest
Swap Obligations are entered into to protect the Company and its Subsidiaries from fluctuations in interest rates on Indebtedness
incurred in accordance with this Supplemental Indenture to the extent the notional principal amount of such Interest Swap Obligation
does not exceed the principal amount of the Indebtedness to which such Interest Swap Obligation relates;


 






    - 12 -


     


    

 


(5)              
Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness,
such Currency Agreements do not increase the Indebtedness of the Company and its Subsidiaries outstanding other than as a result
of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;


 


(6)              
Indebtedness of a Subsidiary of the Company to the Company or to a Wholly Owned Subsidiary of the Company for so long as
such Indebtedness is held by the Company or a Wholly Owned Subsidiary of the Company;


 


(7)              
Indebtedness of the Company to a Wholly Owned Subsidiary of the Company for so long as such Indebtedness is held by a Wholly
Owned Subsidiary of the Company, in each case subject to no Lien; provided that: (a) any Indebtedness of the Company
to any Wholly Owned Subsidiary of the Company is unsecured and subordinated, pursuant to a written agreement, to the Company’s
obligations under this Supplemental Indenture and the Notes; and (b) if as of any date any Person other than a Wholly Owned
Subsidiary of the Company owns or holds any such Indebtedness or any Person holds a Lien in respect of such Indebtedness, such
date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness by the Company;


 


(8)              
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;
provided, however, that such Indebtedness is extinguished within two Business Days of incurrence;


 


(9)              
Indebtedness of the Company or any of its Subsidiaries represented by letters of credit for the account of the Company or
such Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in
connection with self-insurance or similar requirements in the ordinary course of business;


 


(10)            
Refinancing Indebtedness; and


 


(11)             additional Indebtedness of the Company and its Subsidiaries in an aggregate principal amount (which amount may, but need
not, be incurred in whole or in part under the Existing Credit Agreements) not to exceed the greater of (i) $250.0 million and
(ii) 3.0% of Total Assets at any time outstanding.


 


For purposes of determining
compliance with Section 4.07 hereof, in the event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (11) above or is entitled to be incurred pursuant to
the second paragraph of such covenant, the Company shall, in its sole discretion, classify (or later reclassify) such item of Indebtedness
in any manner that complies with this covenant. Accrual of interest, accretion or amortization of original issue discount, the
payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends
on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of Section 4.07 hereof.


 






    - 13 -


     


    

 


“Person”
means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.


 


“Preferred
Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of
such Person with respect to dividends or redemptions or upon liquidation.


 


“Prospectus”
means the prospectus, dated September 5, 2017, as supplemented by the prospectus supplement, dated December 6, 2019, each as filed
by the Company with the Commission.


 


“Qualified
Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.


 


“Qualified
Equity Offering” means any private or public issuance and sale by the Company of its Capital Stock (other than Disqualified
Capital Stock) for cash. Notwithstanding the foregoing, the term “Qualified Equity Offering” shall not include:


 


(1)              
any issuance and sale registered on Form S-4 or Form S-8;


 


(2)              
any issuance and sale to any of the Subsidiaries of the Company or to an employee stock ownership plan or to a trust established
by the Company or any of the Subsidiaries of the Company for the benefit of the Company’s employees; or


 


(3)              
any issuance of Capital Stock in connection with a transaction that constitutes a Change of Control.


 


“Rating Agencies”
means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate
the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act, selected
by the Company (as certified by a resolution of the Board of Directors of the Company) as a replacement agency for Fitch, Moody’s
or S&P, or all of them, as the case may be.


 


“Refinance”
means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced”
and “Refinancing” shall have correlative meanings.


 


“Refinancing
Indebtedness” means any Refinancing by the Company or any Subsidiary of the Company of Indebtedness incurred in accordance
with Section 4.07 (other than pursuant to clauses (2), (4), (5), (6), (7), (8), (9) or (11) of the definition of
Permitted Indebtedness) hereof, in each case that does not:


 


(1)              
result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing
(plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the
amount of reasonable expenses incurred by the Company in connection with such Refinancing); or


 






    - 14 -


     


    

 


(2)              
create Indebtedness with: (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity
of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced;
provided that (i) if such Indebtedness being Refinanced is Indebtedness of the Company, then such Refinancing Indebtedness
shall be Indebtedness solely of the Company, and (ii) if such Indebtedness being Refinanced is subordinate or junior to the
Notes, then such Refinancing Indebtedness shall be subordinate or junior to the Notes, at least to the same extent and in the same
manner as the Indebtedness being Refinanced.


 


“Responsible
Officer” means, when used with respect to the Trustee, any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer within the corporate trust department of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also shall mean, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge and familiarity with the particular subject and who
shall have direct responsibility for the administration of the Indenture.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor thereto.


 


“Secured Indebtedness”
means any Indebtedness secured by a Lien upon the property of the Company or any of its Subsidiaries.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto, and the rules and regulations
of the SEC promulgated thereunder.


 


“Significant
Subsidiary,” with respect to any Person, means any Subsidiary of such Person that satisfies the criteria for a “significant
subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.


 


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


 


“Subsidiary,”
with respect to any Person, means:


 


(1)              
any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the
election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or


 


(2)              
any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly
or indirectly, owned by such Person.


 


“Supplemental
Indenture” means this Supplemental Indenture, as amended or supplemented from time to time.


 


“Total Assets”
as of any date means the total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with
GAAP, as shown on the most recent consolidated balance sheet of the Company, determined on a pro forma basis in a manner
consistent with the pro forma adjustments contained in the definition of Consolidated Fixed Charge Coverage Ratio.


 






    - 15 -


     


    

 


“Total Unencumbered
Assets” means, as of any date, the sum of:


 


(1)              
those Undepreciated Real Estate Assets not securing any portion of Secured Indebtedness; and


 


(2)              
all other assets (but excluding intangibles and accounts receivable) of the Company and its Subsidiaries not securing any
portion of Secured Indebtedness,


 


determined on a consolidated basis in accordance
with GAAP.


 


“Treasury
Rate” means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519)
that has become publicly available on the third Business Day prior to the Company providing notice of redemption (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such
Redemption Date to May 1, 2025, provided, however, that if such period is not equal to the constant maturity of the United
States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which
such yields are given, except that if such period is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.


 


“Trustee”
means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Supplemental
Indenture and thereafter means the successor serving hereunder.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended.


 


“Undepreciated
Real Estate Assets” means, as of any date, the cost (being the original cost to the Company or any of its Subsidiaries
plus capital improvements) of real estate assets of the Company and its Subsidiaries on such date, before depreciation and amortization
of such real estate assets, determined on a consolidated basis in accordance with GAAP.


 


“Unsecured
Indebtedness” means any Indebtedness of the Company or any of its Subsidiaries that is not Secured Indebtedness.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:
(1) the then outstanding aggregate principal amount of such Indebtedness into; (2) the sum of the total of the products
obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required
payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to
the nearest one-twelfth) which will elapse between such date and the making of such payment.


 






    - 16 -


     


    

 


“Wholly Owned
Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than
in the case of a foreign Subsidiary, directors’ qualifying shares or an immaterial amount of shares required to be owned
by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.


 


Section 1.02       
Other Definitions.


 


	Term	 	Defined in
 Section	 
	“Acceleration Notice”	 	 	6.02	 
	“Authentication Order”	 	 	2.02	 
	“Change of Control Date”	 	 	4.10	 
	“Change of Control Offer”	 	 	4.10	 
	“Change of Control Payment Date”	 	 	4.10	 
	“Change of Control Purchase Date”	 	 	4.10	 
	“Change of Control Purchase Price”	 	 	4.10	 
	“Covenant Defeasance”	 	 	8.03	 
	“DTC”	 	 	2.03	 
	“Event of Default”	 	 	6.01	 
	“incur”	 	 	4.07	 
	“Legal Defeasance”	 	 	8.02	 
	“Notes Register”	 	 	2.03	 
	“Paying Agent”	 	 	2.03	 
	“Redemption Date”	 	 	3.07	 
	“Redemption Price”	 	 	3.01	 
	“Registrar”	 	 	2.03	 
	“Surviving Entity”	 	 	5.01	 



 


Section 1.03       
Incorporation by Reference of Trust Indenture Act. Whenever this Supplemental Indenture refers to a provision of
the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Supplemental Indenture.


 


All terms used in this
Supplemental Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute
or defined by Commission rule under the Trust Indenture Act have the meanings so assigned to them.


 


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


 


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


 


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


 


(c)              
“or” is not exclusive;


 






    - 17 -


     


    

 


(d)              
words in the singular include the plural, and in the plural include the singular;


 


(e)              
provisions apply to successive events and transactions; and


 


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


 


ARTICLE
II



THE NOTES


 


Section 2.01       
Form and Dating.


 


(a)              
General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be
dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.


 


The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company,
and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby. However, to the extent any provision of any Note or the Base Indenture conflicts or is inconsistent with the
express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling.


 


(b)              
Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including,
in each case, the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached
thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges,
repurchases and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.06 hereof.


 


(c)              
Book-Entry Provisions. Participants and Indirect Participants shall have no rights either under this Supplemental
Indenture or under any Global Note with respect to such Global Note held on their behalf of the custodian for the Depositary,
and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depositary as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Participants, the operation of customary practices of the Depositary governing the
exercise of the rights of an owner of a beneficial interest in any Global Note.


 






    - 18 -


     


    

 


Section 2.02       
Execution and Authentication. One or more Officers shall sign the Notes on behalf of the Company by manual or facsimile
signature.


 


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


 


A Note shall not be
valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Supplemental Indenture.


 


The Trustee
shall, upon receipt of a written order of the Company signed by one or more Officers (an “Authentication Order”),
authenticate Notes for original issue on the Issue Date in aggregate principal amount not to exceed $550,000,000. The Trustee shall
authenticate Additional Notes thereafter (so long as permitted by the terms of this Supplemental Indenture) for original issue
upon receipt of one or more Authentication Orders in aggregate principal amount as specified in such order (other than as provided
in Section 2.07); provided that if any Additional Notes are not fungible with the Notes for U.S. federal income tax
purposes, such Additional Notes shall be issued as a separate series under this Supplemental Indenture and shall have a separate
CUSIP number from the Notes. Each such Authentication Order shall specify the amount of Notes to be authenticated, whether the
Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Definitive Notes or Global Notes or
such other information as the Trustee shall reasonably request. In connection with authentication Additional Notes, the Trustee
shall receive an Opinion of Counsel which shall state:


 


(1)       that
the Additional Notes are in the form contemplated by this Indenture; and


 


(2)       that
such Additional Notes, 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 and other laws of general applicability relating
to or affecting the enforcement of creditors’ rights and to general equity principles.


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 






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Section 2.03       
Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment
(“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange (the
“Notes Register”). The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional
paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this Supplemental Indenture. If the Company fails to appoint
or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.


 


Section 2.04       
Paying Agent To Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent
for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee in writing of any default
by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability
for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.


 


Section 2.05       
Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act §312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and
at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders and the Company shall otherwise comply with Trust Indenture Act §312(a).


 






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Section 2.06       
Transfer and Exchange.


 


(a)              
Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will
be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee written notice from the Depositary
that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not
in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) there
shall have occurred and be continuing a Default or Event of Default with respect to the Notes and any Holder so requests. Upon
the occurrence of any of the preceding events above, Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (i), (ii) or (iii) above or pursuant
to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a);
provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b),
(c) or (d) hereof.


 


(b)              
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests
in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Supplemental Indenture
and the Applicable Procedures. Transfers of beneficial interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(i)                
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).


 


(ii)             
All Other Transfers and Exchanges of Beneficial Interests in the Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest
must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial
interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with
such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange
referred to in (B)(1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests
in Global Notes contained in this Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.


 






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(c)              
Transfer or Exchange of Beneficial Interests in the Global Notes for Definitive Notes. If any holder of a beneficial
interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in
Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and the Trustee shall authenticate and deliver
to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c) shall be registered in such name or names and
in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to
the Persons in whose names such Notes are so registered.


 


(d)              
Transfer and Exchange of Definitive Notes for Beneficial Interests in the Global Notes. A Holder of a Definitive
Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Global Notes.


 


If any such exchange
or transfer from a Definitive Note to a beneficial interest is effected at a time when a Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.


 


(e)              
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon written request by a Holder of Definitive Notes
and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender
to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to
the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable, required pursuant to this Section 2.06(e).


 


A Holder of Definitive
Notes may transfer such Notes to a Person who takes delivery thereof in the form of a Definitive Note. Upon receipt of a written
request to register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder
thereof.


 


(f)               
Global Note Legend. Each Global Note shall bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SUPPLEMENTAL INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.”


 






    - 22 -


     


    

 


(g)              
Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not
in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note
by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


 


(h)              
General Provisions Relating to Transfers and Exchanges.


 


(i)                
To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon the receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s
request.


 


(ii)             
No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 4.10 and 9.05 hereof).


 


(iii)           
The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


(iv)            
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental
Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 






    - 23 -


     


    

 


(v)              
The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02
hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to
register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.


 


(vi)            
Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem
and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or
the Company shall be affected by notice to the contrary.


 


(vii)           
The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02
hereof.


 


(viii)          
All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile.


 


(ix)             
The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any
Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if
and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 


(x)              
Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


Section 2.07       
Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must
be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge
for its expenses in replacing a Note (including the Trustee’s expenses).


 


Every replacement Note
is an additional obligation of the Company and shall be entitled to all of the benefits of this Supplemental Indenture equally
and proportionately with all other Notes duly issued hereunder.


 






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Section 2.08       
Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance
with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof,
a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


 


If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.


 


If the principal amount
of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent
(other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or at Maturity, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall
cease to accrue interest.


 


Section 2.09       
Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent pursuant to Sections 6.02, 6.04 or 9.02 or otherwise, Notes owned by the Company, or by any Affiliate
of the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded.


 


Section 2.10       
Temporary Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee,
upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes.


 


Holders of temporary
Notes shall be entitled to all of the benefits of this Supplemental Indenture.


 


Section 2.11       
Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee
and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation
and shall dispose of canceled Notes in accordance with its customary procedures (subject to the record retention requirement of
the Exchange Act). The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee
for cancellation.


 


Section 2.12       
Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest
in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on
a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company
shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed
payment. The Company shall fix or cause to be fixed each such special record date and payment date; provided that no such
special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days
before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment
date and the amount of such interest to be paid.


 






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Section 2.13       
Record Date. The Company may set a record date for purposes of determining the identity of Holders entitled to vote
or to consent to any action by vote or consent authorized or permitted by Sections 6.04 and 6.05.


 


Section 2.14       
CUSIP and ISIN Numbers. The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers
(if then generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption shall not be affected by any defect in or the omission of such numbers. The Company
will promptly notify the Trustee in writing of any change in the CUSIP or ISIN numbers.


 


ARTICLE
III



REDEMPTION


 


Section 3.01       
Notices to Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a Redemption Date, an Officers’
Certificate setting forth (i) the paragraph of the Notes and/or the Section of this Supplemental Indenture pursuant to which
the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, (iv) the
redemption price to be paid (the “Redemption Price”) and (v) the CUSIP numbers of the Notes to be redeemed.


 


Section 3.02       
Selection of Notes to Be Redeemed. In the event that the Company chooses to redeem less than all of the Notes, selection
of the Notes for redemption will be made by the Trustee either:


 


(a)              
in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed;
or


 


(b)              
on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate, it being agreed that
selection in accordance with the procedures of DTC is deemed fair and appropriate while the Notes are held in DTC.


 


No Notes of a principal
amount of $2,000 or less shall be redeemed in part.


 






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The Trustee shall promptly
notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption,
the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples
of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions
of this Supplemental Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 


Section 3.03       
Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail or cause to be mailed, by first class mail (at its own expense), a notice of redemption to each Holder whose Notes are
to be redeemed at its registered address or otherwise in accordance with the procedures of DTC.


 


The notice shall identify
the Notes to be redeemed, including the CUSIP numbers, and shall state:


 


(a)              
the Redemption Date;


 


(b)              
the Redemption Price;


 


(c)              
if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued
upon cancellation of the original Note;


 


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


 


(e)              
that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;


 


(f)               
that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue
on and after the Redemption Date;


 


(g)              
the paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemption
are being redeemed;


 


(h)              
if applicable, any condition to such redemption; and


 


(i)                
that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed
on the Notes.


 


At the Company’s
written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company shall have provided to the Trustee, at least three Business Days prior to the date that the redemption
notice is sent to the Holders (unless a shorter notice shall be satisfactory to the Trustee), the information required by clauses (a)
through (d) above. Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent,
including completion of a Qualified Equity Offering or other corporate transaction.


 






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Section 3.04       
Effect of Notice of Redemption. Subject to the satisfaction of any conditions set forth in such notice of redemption,
once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably
due and payable on the Redemption Date at the Redemption Price. The notice, if mailed in a manner herein provided, shall be conclusively
presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or
any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity
of the proceedings for the redemption of any other Note.


 


Section 3.05       
Deposit of Redemption Price. One Business Day prior to the Redemption Date, the Company shall deposit with the Trustee
or with the Paying Agent money sufficient to pay the Redemption Price of all Notes to be redeemed on that date and any amounts
owed the Trustee. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or
the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of all Notes to be redeemed and
any amounts owed the Trustee.


 


If the Company complies
with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered
at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from
the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06       
Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt
of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.


 


Section 3.07       
Optional Redemption. Prior to May 1, 2025, the Notes may be redeemed in whole or in part at the Company’s option
at any time and from time to time at a Redemption Price equal to 100.000% of the principal amount thereof plus the Applicable Premium
as of, and accrued but unpaid interest, if any, to, but excluding, the date of the redemption (the “Redemption Date”)
(subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest Payment
Date).


 


On or after May 1,
2025, the Notes may be redeemed in whole or in part at the Company’s option at any time and from time to time at a Redemption
Price equal to 100.000% of the principal amount thereof plus accrued but unpaid interest, if any, to, but excluding, the applicable
Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
Interest Payment Date).


 






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Prior to August 1,
2022, the Company shall be entitled at its option on one or more occasions to redeem the Notes in an aggregate principal amount
not to exceed 35% of the aggregate principal amount of the Notes originally issued at a Redemption Price (expressed as a percentage
of principal amount) of 104.250%, plus accrued but unpaid interest, if any, to, but excluding, the Redemption Date, with the Net
Cash Proceeds from one or more Qualified Equity Offerings; provided, however, that:


 


(a)              
at least 65% of such aggregate principal amount of the Notes remains outstanding immediately after the occurrence of each
such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and


 


(b)              
each such redemption occurs within 120 days after the date of the closing of the related Qualified Equity Offering.


 


Other than as specifically
provided in this Section 3.07, any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof.


 


Section 3.08       
Mandatory Redemption. Except as set forth in Section 4.10 hereof, the Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes prior to Maturity.


 


ARTICLE
IV



COVENANTS


 


Section 4.01       
Payment of Notes. The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the
Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of 10:00 a.m., New York City Time, on
the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal,
premium, if any, and interest then due.


 


The Company shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful.


 


Section 4.02       
Maintenance of Office or Agency. The Company shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect
of the Notes and this Supplemental Indenture may be served. The Company shall 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.


 






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The Company may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such purposes. The Company shall 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.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03.


 


Section 4.03       
Reports to Holders. Whether or not required by the rules and regulations of the Commission, so long as any Notes
are outstanding, the Company shall furnish the Holders of Notes:


 


(a)              
all quarterly and annual financial information that would be required to be contained in a filing with the Commission on
Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” that describes in reasonable detail the financial condition
and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a
report thereon by the Company’s independent registered public accounting firm; and


 


(b)              
all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required
to file such reports, in each case within the time periods specified in the Commission’s rules and regulations.


 


In addition, whether
or not required by the rules and regulations of the Commission, the Company shall file a copy of all such information and reports
with the Commission for public availability within the applicable time periods specified in the Commission’s rules and regulations
(unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective
investors upon request. In addition, the Company agrees that, for so long as any Notes remain outstanding, it will furnish to Holders
of the Notes, securities analysts and prospective investors, upon their request, the information described in clauses (a)
and (b) above.


 


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


 






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Section 4.04       
Compliance Certificate.


 


(a)               The
Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’
Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal
accounting officer of the Company, stating that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this Supplemental Indenture, and further stating,
as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Supplemental Indenture and is not in default in the
performance or observance of any of the terms, provisions, covenants and conditions of this Supplemental Indenture (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may
have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of,
premium, if any, or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event
and what action the Company is taking or proposes to take with respect thereto.


 


(b)              
The Company shall, so long as any of the Notes are outstanding, promptly deliver to the Trustee, forthwith upon any Officer
becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and
what action the Company is taking or proposes to take with respect thereto.


 


Section 4.05       
Taxes. The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where
the failure to effect such payment is not adverse in any material respect to the Holders.


 


Section 4.06       
Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury
law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Supplemental
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 shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 4.07       
Limitation on Incurrence of Additional Indebtedness. The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume, guarantee, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, “incur”) any Indebtedness (including, without limitation, Acquired
Indebtedness) other than Permitted Indebtedness.


 


Notwithstanding the
foregoing, if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence
of any such Indebtedness, the Company or any of its Subsidiaries may incur Indebtedness (including, without limitation, Acquired
Indebtedness), in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof,
the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 1.50 to 1.00.


 






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Section 4.08       
Corporate Existence. Subject to Article V hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence
of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time
to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license
or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.


 


Section 4.09       
Maintenance of Total Unencumbered Assets. The Company and its Subsidiaries shall maintain Total Unencumbered Assets
of not less than 120% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Company and its Subsidiaries,
in each case on a consolidated basis.


 


Section 4.10       
Offer to Repurchase Upon Change of Control Triggering Event.


 


(a)              
Upon the occurrence of a Change of Control Triggering Event (the date of such occurrence, the “Change of Control
Date”), each Holder of Notes shall have the right to require the Company to purchase such Holder’s Notes in whole
or in part in denominations of $2,000 and integral multiples of $1,000 in excess thereof at a purchase price (the “Change
of Control Purchase Price”) in cash equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest,
if any, to, but not including, the date of purchase (the “Change of Control Purchase Date”), pursuant to and
in accordance with the offer described in this Section 4.10 (the “Change of Control Offer”).


 


(b)              
Within 30 days following the Change of Control Date, the Company shall send, by first class mail, a notice to the Holders,
with a copy to the Trustee, stating:


 


(i)              that the Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes that are validly tendered
will be accepted for payment;


 


(ii)            
the Change of Control Purchase Price and the Change of Control Purchase Date, which shall be a Business Day that is no earlier
than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”)
other than as may be required by law;


 


(iii)           
that any Note not tendered will continue to accrue interest;


 


(iv)          
that any Note accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change
of Control Payment Date unless the Company shall default in the payment of the Change of Control Purchase Price of the Notes and
the only remaining right of the Holder is to receive payment of the Change of Control Purchase Price upon surrender of the applicable
Note to the Paying Agent;


 






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(v)            
that Holders electing to have a portion of a Note purchased pursuant to a Change of Control Offer may only elect to have
such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof;


 


(vi)          
that if a Holder elects to have a Note purchased pursuant to the Change of Control Offer it will be required to surrender
the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer
the Note by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the
third Business Day prior to the Change of Control Payment Date;


 


(vii)         
that a Holder will be entitled to withdraw its election if the Company receives, not later than the third Business Day preceding
the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal
amount of Notes such Holder delivered for purchase, and a statement that such Holder is withdrawing its election to have such Note
purchased;


 


(viii)        
that if Notes are purchased only in part a new Note of the same series will be issued in principal amount equal to the unpurchased
portion of the Notes surrendered; and


 


(ix)           
if such notice is delivered in advance of a Change of Control and conditioned upon the occurrence of such Change of Control
in accordance with Section 4.10(c), that the Change of Control Offer is conditioned upon the occurrence of such Change of Control
and setting forth a brief description of the definitive agreement for the Change of Control.


 


(c)              
The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance
of a Change of Control, conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the
Change of Control at the time the Change of Control Offer is made.


 


(d)              
On or before the Change of Control Payment Date, the Company shall, to the extent lawful, accept for payment, all Notes
or portions thereof validly tendered pursuant to the Change of Control Offer, and shall deliver to the Trustee an Officers’
Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of
this Section 4.10. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to
each tendering Holder an amount equal to the Change of Control Purchase Price of the Notes tendered by such Holder and accepted
by the Company for purchase. Further, the Company shall promptly issue a new Note, and the Trustee, upon written request from the
Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion
of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.


 






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(e)               The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes
pursuant to an offer hereunder. To the extent the provisions of any securities laws or regulations conflict with the
provisions under this Section 4.10, the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.


 


Section 4.11       
Suspension of Certain Covenants if Certain Ratings are Assigned. The obligations under the covenants contained in
Sections 4.07 and 4.09 hereof shall not apply if, and only for so long as, (a) the Notes are rated BBB- or Baa3, or higher,
by at least two of the three Rating Agencies, and (b) no Default or Event of Default has occurred and is continuing.


 


Section 4.12       
Maintenance of Properties; Books and Records; Compliance with Law.


 


(a)              
The Company shall, and shall cause each of its Subsidiaries to, at all times cause all properties used or useful in the
conduct of its business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereto; provided that nothing in this Section 4.12 shall prevent the Company or any of its Subsidiaries
from discontinuing the operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance
or disposal is either (i) in the ordinary course of business, (ii) in the reasonable and good faith judgment of the Board
of Directors or management of the Company or the Subsidiary concerned, as the case may be, desirable in the conduct of the business
of the Company or such Subsidiary, as the case may be, or (iii) otherwise permitted by this Supplemental Indenture.


 


(b)              
The Company shall, and shall cause each of its Subsidiaries to, keep proper and true books of record and account, in which
full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its
Subsidiaries, and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with
GAAP consistently applied to the Company and its Subsidiaries, taken as a whole.


 


(c)              
The Company shall, and shall cause each of its Subsidiaries to, comply in all material respects with all statutes, laws,
ordinances, or government rules and regulations to which it is subject, non-compliance with which would materially adversely
affect the business, earnings, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken
as a whole.


 






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ARTICLE
V


 


SUCCESSORS


 


Section 5.01       
Merger, Consolidation, or Sale of Assets. The Company shall not, in a single transaction or series of related transactions,
consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit
any Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company’s assets (determined on a consolidated basis for the Company and the Company’s Subsidiaries) whether as an
entirety or substantially as an entirety to any Person unless:


 


(a)              
either:


 


(i)               the Company shall be the surviving or continuing entity; or


 


(ii)             
the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which
acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of
the Company’s Subsidiaries substantially as an entirety (the “Surviving Entity”):


 


(1)              
shall be an entity organized and validly existing under the laws of the United States or any State thereof or the District
of Columbia; and


 


(2)              
shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered
to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the
performance of every covenant under the Notes and the Indenture on the part of the Company to be performed or observed;


 


(b)              
immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(2) above (including
giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect
of such transaction), (a) the Company or such Surviving Entity, as the case may be, shall have a Consolidated Net Worth equal
to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction; (b) the Company or such Surviving
Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
pursuant to Section 4.7 hereof, if such covenant is then in effect; or (c) the Consolidated Fixed Charge Coverage Ratio of
the Company or such Surviving Entity, as the case may be, shall be equal to or greater than such ratio immediately prior to such
transaction;


 


(c)              
immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (a)(ii)(2)
above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be
incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred
or be continuing; and


 


(d)              
the Company or the Surviving Entity, as applicable, shall have delivered to the Trustee an Officers’ Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the
applicable provisions of this Supplemental Indenture and that all conditions precedent in this Supplemental Indenture relating
to such transaction have been satisfied.


 


For purposes of the
foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes
all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially
all of the properties and assets of the Company.


 






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Section 5.02       
Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, in
which the Company is not the continuing corporation, the Surviving Entity formed by such consolidation or into which the Company
is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition,
the provisions of this Supplemental Indenture referring to the “Company” shall refer instead to the Surviving Entity
and not to the Company), and may exercise every right and power of, the Company under this Supplemental Indenture and the Notes
with the same effect as if such Surviving Entity had been named as the Company herein; provided, however, that in the case
of a transfer by lease, the predecessor Company shall not be relieved from the obligation to pay the principal of and interest
on the Notes.


 


ARTICLE
VI


 


DEFAULTS AND REMEDIES


 


Section 6.01       
Events of Default. The following are “Events of Default” with respect to the Notes:


 


(a)              
the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of
30 days;


 


(b)              
the failure to pay the principal and premium, if any, on any Notes when such principal and premium, if any, becomes due
and payable, at Maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant
to Change of Control Offer);


 


(c)              
a default in the observance or performance of any other covenant or agreement contained in the Indenture and such default
continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in
the case of a default with respect to Section 5.01 hereof, which will constitute an Event of Default with such notice requirement
but without such passage of time requirement);


 


(d)              
the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal
amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company or any Subsidiary of the Company, or the acceleration
of the final Stated Maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within
20 days of receipt by the Company or such Subsidiary of notice of any such acceleration) if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal
at final maturity or which has been accelerated, aggregates $50.0 million or more at any time;


 






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(e)              
there shall have been the entry by a court of competent jurisdiction of:


 


(i)                
a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding
under any applicable Bankruptcy Law; or


 


(ii)             
a decree or order adjudging the Company or any Significant Subsidiary bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary under any applicable federal
or state law, or appointing a Custodian of the Company or any Significant Subsidiary or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and any such decree or order for relief shall continue to be in effect,
or any such other decree or order shall be unstayed and in effect, for a period of 60 consecutive days;


 


(f)          (i)               the
Company or any Significant Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any
other case or proceeding to be adjudicated bankrupt or insolvent;


 


(ii)             
the Company or any Significant Subsidiary consents to the entry of a decree or order for relief in respect of the Company
or such Significant Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement
of any bankruptcy or insolvency case or proceeding against it;


 


(iii)           
the Company or any Significant Subsidiary files a petition or answer or consent seeking reorganization or relief under any
applicable federal or state law;


 


(iv)            
the Company or any Significant Subsidiary:


 


(A)            
consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or such Significant Subsidiary or of any substantial part of
its property;


 


(B)             
makes an assignment for the benefit of creditors; or


 


(C)             
admits in writing its inability to pay its debts generally as they become due; or


 


(v)              
the Company or any Significant Subsidiary takes any corporate action in furtherance of any such actions in this clause (f).


 


Section 6.02        Acceleration.
If an Event of Default (other than an Event of Default specified in clauses (e) or (f) above with respect to the
Company) shall occur with respect to the Notes and be continuing, the Trustee or the Holders of at least 25% in principal
amount of outstanding Notes may declare the principal of and premium, if any, and accrued interest on all the Notes to be due
and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a
“notice of acceleration” (the “Acceleration Notice”), and the same shall become
immediately due and payable. If an Event of Default specified in clauses (e) or (f) above with respect to the Company
occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the
outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder.


 






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At any time after a
declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal
amount of Notes may rescind and cancel such declaration and its consequences:


 


(a)              
if the rescission would not conflict with any judgment or decree;


 


(b)              
if all existing Events of Default have been cured or waived except nonpayment of principal, premium or interest that has
become due solely because of the acceleration;


 


(c)              
to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal
and premium, which has become due otherwise than by such declaration of acceleration, has been paid;


 


(d)              
if the Company has paid the Trustee all amounts owed to it under the Indenture; and


 


(e)              
in the event of the cure or waiver of an Event of Default of the type described in clause (d) of Section 6.01
hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has
been cured or waived.


 


No such rescission
shall affect any subsequent Default or impair any right consequent thereto.


 


Section 6.03       
Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes
or the Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted
by law.


 


Section 6.04        Waiver
of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by
notice in writing to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal
of, premium, if any, or interest on, the Notes (including in connection with a Change of Control Offer) (provided,
however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes of a series may
rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration).
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 Supplemental Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 






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Section 6.05       
Control by Majority. Holders of a majority in principal amount of the then outstanding Notes may, by written notice,
direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising
any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture
that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders)
or that may involve the Trustee in any personal liability.


 


Section 6.06       
Limitation on Suits. A Holder of a Note may pursue a remedy with respect to this Supplemental Indenture or the Notes
only if:


 


(a)              
such Holder gives to the Trustee written notice of a continuing Event of Default;


 


(b)              
the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue
the remedy;


 


(c)              
such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any
loss, liability or expense;


 


(d)              
the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested,
the provision of indemnity; and


 


(e)              
during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the
Trustee a written direction inconsistent with the request.


 


A Holder may not use
the Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders).


 


Section 6.07       
Rights of Holders of Notes To Receive Payment. Notwithstanding any other provision of the Indenture, the right of
any Holder to receive payment of principal, premium, if any, and interest on the Notes so held, on or after the respective due
dates expressed in the Notes (including in connection with a Change of Control Offer), or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


Section 6.08        Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the
whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal
and, to the extent lawful, interest and 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 and any amounts due the Trustee under Section 7.07 hereof.


 






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Section 6.09       
Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered
to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian 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 in writing to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall
be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10       
Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following
order:


 


First: to the
Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including, in each case, payment of all compensation,
expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second: to Holders
of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and


 


Third: to the
Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix
a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.


 


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


 






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ARTICLE
VII


 


TRUSTEE


 


Section 7.01       
Duties of Trustee.


 


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


 


(b)              
Except during the continuance of an Event of Default:


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)             the
Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of
any of its duties under this Supplemental Indenture or in the exercise of any of its rights or powers, if it has
reasonable grounds to believe repayment of the funds or adequate indemnity against the risk or liability is not reasonably
assured to it.


 






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(d)              
Every provision of this Supplemental Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee is subject to the provisions of this Section 7.01 and to the provisions of the Trust Indenture Act.


 


(e)              
The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense.


 


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


 


Section 7.02       
Rights of Trustee.


 


(a)              
The Trustee may rely conclusively on any document believed by it to be genuine and to have been signed or presented by the
proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)              
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel
that conforms to Section 11.04. The Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel.


 


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


 


(d)              
The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized
or within its rights or powers, except conduct that constitutes willful misconduct or negligence.


 


(e)              
The Trustee may consult with counsel of its selection, and the Trustee will not be liable for any action it takes or omits
in reliance on, and in accordance with advice of counsel, except conduct that constitutes willful misconduct or negligence.


 


(f)               
The Trustee will not be required to investigate any facts or matters stated in any document, but if it decides to investigate
any matters or facts, the Trustee or its agents or attorneys will be entitled to examine the books, records and premises of the
Company.


 


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


 


(h)               The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the
Indenture.


 






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(i)                
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent,
custodian and other Person employed to act hereunder.


 


(j)                
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


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


 


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


 


Section 7.04       
Trustee’s Disclaimer. The Trustee (i) is not responsible for and makes no representation as to the validity
or adequacy of this Supplemental Indenture, (ii) shall not be accountable for the Company’s use of the proceeds from
the Notes and (iii) shall not be responsible for any statement of the Company in this Supplemental Indenture, other than the
Trustee’s certificate of authentication, or in any prospectus used in the sale of any of the Notes, other than statements,
if any, provided in writing by the Trustee for use in such prospectus.


 


Section 7.05       
Notice of Defaults. The Trustee will give to the Holders notice of any Default with regard to the Notes actually
known to a Responsible Officer within 90 days after receipt of such knowledge and in the manner and to the extent provided
in Trust Indenture Act §313(c), and otherwise as provided in Section 11.02 of this Supplemental Indenture; provided,
however, that except in the case of a Default in payment of the principal of, premium, if any, or interest on any Note, the
Trustee will be protected in withholding notice of Default if and so long as it in good faith determines that withholding of the
notice is in the interests of the Holders of the Notes.


 


Section 7.06       
Reports by Trustee. Within 60 days after each June 15 beginning with the June 15 following the Issue
Date, the Trustee will mail to each Holder, at the name and address which appears on the registration books of the Company, and
to each Holder who has, within the two years preceding the mailing, filed that person’s name and address with the Trustee
for that purpose and each Holder whose name and address have been furnished to the Trustee pursuant to Section 2.05, a brief
report dated as of that June 15 which complies with Trust Indenture Act §313(a), if such report is required under Trust
Indenture Act §313(a). Reports to Holders pursuant to this Section 7.06 shall be transmitted in the manner and to the
extent provided in Trust Indenture Act §313(c). The Trustee also will comply with Trust Indenture Act §313(b).


 






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A copy of each report
will at the time of its mailing to Holders be filed with each stock exchange on which the Notes are listed and also with the Commission.
The Company will promptly notify the Trustee in writing when the Notes are listed on any stock exchange and of any delisting of
the Notes.


 


Section 7.07       
Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as shall be
agreed in writing between the Company and the Trustee for its services under the Indenture. The Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s
agents, counsel, accountants and experts.


 


The Company shall indemnify
the Trustee against any and all loss, liability, damage, claim or expense (including reasonable attorney’s fees and expenses)
incurred by it in connection with the administration of the trust created by this Supplemental Indenture and the performance of
its duties under this Supplemental Indenture. The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel.
The Company shall not be required to pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
Without limiting the generality of the foregoing, it shall not be deemed unreasonable for the Company to withhold consent to a
settlement involving injunctive or other equitable relief against the Company or its assets, employees or business or involving
the imposition of any material obligations on the Company other than financial obligations for which the Trustee will be indemnified
hereunder. The Company shall not be required to reimburse any expense or indemnify against any loss, expense or liability incurred
by the Trustee to the extent that it is determined by a court of competent jurisdiction that it is due to the Trustee’s own
willful misconduct or negligence.


 


To secure the Company’s
obligations to make payments to the Trustee under this Section 7.07, the Trustee shall have a Lien prior to the Notes on all
money or property held or collected by the Trustee, other than money or property held in trust to pay principal, premium or interest
on particular Notes. Those obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge
of this Supplemental Indenture and the resignation or removal of the Trustee.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Sections 6.01(e) or (f) hereof occurs, the expenses and
the compensation for the services of the Trustee are intended to constitute expenses of administration under any Bankruptcy Law.


 


For purposes of this
Section 7.07, “Trustee” will include any predecessor Trustee, but the willful misconduct, negligence or bad faith
of any Trustee shall not affect the rights of any other Trustee under this Section 7.07.


 






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Section 7.08       
Replacement of Trustee. The Trustee may resign at any time by giving 30 days prior written notice of such resignation
to the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by
so notifying the Trustee and the Company and may appoint a successor Trustee. The Company may remove the Trustee if:


 


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


 


(b)              
the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


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


 


(d)              
the Trustee becomes incapable of acting.


 


If the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding
Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


No removal or appointment
of a Trustee will be valid if that removal or appointment would conflict with any law applicable to the Company.


 


A successor Trustee
will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee will, subject to the Lien provided for in Section 7.07, transfer all property held by it as Trustee to the successor
Trustee, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the
rights, powers and duties of the Trustee under this Supplemental Indenture. A successor Trustee will mail notice of its succession
to each Holder.


 


If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in aggregate principal amount of the then outstanding Notes may, at the expense of the Company, petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails
to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.


 


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


 


Section 7.09       
Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust assets to, another Person, the resulting, surviving or transferee Person will, without
any further act, be the successor Trustee.


 






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If at the time a successor
by merger, conversion or consolidation to the Trustee succeeds to the trusts created by this Supplemental Indenture any of the
Notes have been authenticated but not delivered, the successor to the Trustee may adopt the certificate of authentication of the
predecessor Trustee, and deliver the Notes which were authenticated by the predecessor Trustee; and if at that time any of the
Notes have not been authenticated, the successor to the Trustee may authenticate those Notes in its own name as the successor to
the Trustee; and in either case the certificates of authentication will have the full force provided in this Supplemental Indenture
for certificates of authentication.


 


Section 7.10       
Eligibility; Disqualification. The Trustee will at all times satisfy the requirements of Trust Indenture Act §310(a).
The Trustee will at all times have (or shall be a member of a bank holding company system whose parent corporation has) a combined
capital and surplus of at least $50,000,000 as set forth in its most recently published annual report of condition, which will
be deemed for this paragraph to be its combined capital and surplus. The Trustee will comply with Trust Indenture Act §310(b).


 


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


 


ARTICLE
VIII


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01       
Option To Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors
evidenced by a Board Resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02
or 8.03 hereof be applied to all outstanding Notes of a series upon compliance with the conditions set forth below in this Article VIII.


 


Section 8.02        Legal
Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Supplemental Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under the Notes and this Supplemental Indenture (and the Trustee, on written demand of
and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section 8.05 hereof, and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are
due, (b) the Company’s obligations with respect to such Notes under Article II and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in
connection therewith and (d) this Article VIII. Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.


 






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Section 8.03       
Covenant Defeasance. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10 and
4.12 hereof and clause (b) of Section 5.01 hereof with respect to the outstanding Notes of a series on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of the Indenture and such Notes shall be unaffected thereby.
In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) and (d) hereof
shall not constitute Events of Default.


 


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


 


In order to exercise
either Legal Defeasance or Covenant Defeasance:


 


(a)              
the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally
recognized independent registered public accounting firm addressed to the Trustee, to pay the principal of, premium, if any, and
interest on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may
be, and any other amounts owing under this Supplemental Indenture, if in the case of an optional redemption date prior to electing
to exercise either Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem
all of the outstanding Notes on such Redemption Date;


 


(b)               in
the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States reasonably acceptable to the Trustee confirming that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this Supplemental
Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance
had not occurred;


 






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(c)              
in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of
Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not
recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;


 


(d)              
no Default or Event of Default shall have occurred and be continuing on the date of such deposit or insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date
of deposit;


 


(e)              
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under
this Supplemental Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound;


 


(f)               
the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by
the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company or others;


 


(g)              
the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have
been complied with; and


 


(h)              
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy
of the Company between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider
of the Company, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally.


 


Notwithstanding the
foregoing, the Opinion of Counsel required by clause (b) above with respect to Legal Defeasance need not be delivered if all
Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due
and payable on Maturity 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.


 


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


 






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


 


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


 


Section 8.06       
Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if
then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.


 


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


 






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ARTICLE
IX


 





AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01       
Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Company and the Trustee may modify,
amend or supplement the Indenture or the Notes without the consent of any Holder of a Note:


 


(a)           
to cure any ambiguity, defect or inconsistency that does not adversely affect in any material respect the rights hereunder
of any Holder of the Notes under the Indenture;


 


(b)           
to provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(c)           
to alter the provisions of the Indenture to provide for the assumption of the Company’s obligations to the Holders
by a successor to the Company pursuant to Article V hereof;


 


(d)          
to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect in any material respect the rights hereunder of any Holder of the Notes;


 


(e)           
to conform the provisions of this Supplemental Indenture to the “Description of the Notes” and “Description
of Debt Securities” sections of the Prospectus relating to the Notes;


 


(f)            
to comply with requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture
Act;


 


(g)           
to comply with the rules of any applicable depositary; or


 


(h)           
to evidence and provide for the acceptance of appointment under this Supplemental Indenture of a successor Trustee.


 


Upon the written request
of the Company accompanied by, to the extent necessary, a Board Resolution authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with
the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of the Indenture and
to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated
to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under the Indenture or otherwise.


 


Section 9.02        With
Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may modify,
amend or supplement the Indenture and the Notes with the written consent of the Holders of at least a majority in principal
amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with
any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal
amount of the Notes then outstanding voting as a single class.


 






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Upon the written request
of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of at least a majority in principal
amount of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee
shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 


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


 


After an amendment,
supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04
and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class
may waive in writing compliance in a particular instance by the Company with any provision of the Indenture or the Notes. However,
without the written consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held
by a non-consenting Holder):


 


(a)              
reduce the amount of Notes whose Holders must consent to an amendment;


 


(b)              
reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest,
on any Notes;


 


(c)              
reduce the principal of or change or have the effect of changing the Maturity of any Notes, or change the date on which
any Notes may be subject to redemption or reduce the Redemption Price therefor;


 


(d)             
make any Notes payable in money other than that stated in the Notes;


 


(e)              
make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of, premium,
if any, and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders
of a majority in principal amount of Notes to waive Defaults or Events of Default;


 


(f)               after
the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the
obligation of the Company to make and consummate of Change of Control Offer in the event of a Change of Control
Triggering Event or, after such Change of Control Triggering Event has recurred, modify any of the provisions or definitions
with respect thereto; or


 






    - 51 -


     


    

 


(g)             
modify or change any provision of the Indenture or the related definitions affecting the seniority or ranking of the Notes
in a manner which adversely affects the Holders.


 


Section 9.03       
Compliance with Trust Indenture Act. Every amendment or supplement to the Indenture or the Notes shall be set forth
in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.


 


Section 9.04       
Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by
a Holder is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.


 


The Company may, but
shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement,
or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or
waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite
number of Holders has been obtained.


 


Section 9.05       
Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.06       
Trustee To Sign Amendments, etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant
to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities
of the Trustee. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall receive and (subject to Section 7.01 hereof) shall be fully protected
in relying conclusively upon, in addition to the documents required by Section 11.04 hereof, an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by the
Indenture and an Opinion of Counsel stating that such amended or supplemental indenture is the legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms.


 






    - 52 -


     


    

 


Section 9.07       
Additional Voting Terms. All Notes issued under this Supplemental Indenture shall vote and consent together on all matters
(as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or consent as a separate
class on any matter.


 


ARTICLE
X


 


SATISFACTION AND DISCHARGE


 


Section 10.01   
Satisfaction and Discharge. This Supplemental Indenture will be discharged and will cease to be of further effect
(except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Supplemental
Indenture) as to all outstanding Notes when:


 


(a)              
either:


 


(i)                
all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or
paid and Notes 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) have been delivered to the Trustee for cancellation; or


 


(ii)             
all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company has irrevocably
deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness
on such Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on such
Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds
to the payment thereof at Maturity or redemption, as the case may be;


 


(b)              
the Company has paid all other sums payable under this Supplemental Indenture by the Company; and


 


(c)              
the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions
precedent under this Supplemental Indenture relating to the satisfaction and discharge of this Supplemental Indenture have been
complied with.


 


Section 10.02   
Application of Trust Money. Subject to the provisions of Section 8.06, all money deposited with the Trustee
pursuant to Section 10.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this
Supplemental Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law.


 


If the Trustee
or Paying Agent is unable to apply any money or Government Securities in accordance with Section 10.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this Supplemental Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section 10.01; provided that if the
Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.


 






    - 53 -


     


    

 


ARTICLE
XI


 


MISCELLANEOUS


 


Section 11.01   
Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with
the duties imposed by Trust Indenture Act §318(c), the imposed duties shall control.


 


Section 11.02   
Notices. Any notice or communication by the Company or the Trustee to the others is duly given if in writing and
delivered in Person or mailed by first class mail (regular, registered or certified, return receipt requested), telecopier or overnight
air courier guaranteeing next day delivery, to the others’ address:


 


If to the Company:


 


iStar Inc.

1114 Avenue of the Americas, 39th Floor

New York, New York 10036

Facsimile: (212) 930-9400

Attention: Chief Executive Officer


 


With a copy to:


 


Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Facsimile: (212) 878-8375

Attention: Kathleen L. Werner, Esq.


 


If to the Trustee:


 


U.S. Bank National Association

100 Wall Street, 16th Floor

New York, New York 10005

Facsimile: (212) 809-4993

Attention: Corporate Trust Services


 


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


 






    - 54 -


     


    

 





All notices and communications
(other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Any notice or communication
to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also
be so mailed to any Person described in Trust Indenture Act §313(c), to the extent required by the Trust Indenture Act. Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails
a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


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


 


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


 


(a)              
an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if
any, provided for in this Supplemental Indenture relating to the proposed action have been satisfied; and


 


(b)              
an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have
been satisfied.


 


Section 11.05   
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Supplemental Indenture (other than a certificate provided pursuant to Trust Indenture Act §314(a)(4))
shall comply with the provisions of Trust Indenture Act §314(e) and shall include:


 


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


 


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


 






    - 55 -


     


    

 





(c)              
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


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


 


Section 11.06   
Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 11.07   
No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer,
employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under
the Notes or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes.


 


Section 11.08   
Governing Law. THIS supplemental INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 11.09   
No Adverse Interpretation of Other Agreements. This Supplemental Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement
may not be used to interpret this Supplemental Indenture.


 


Section 11.10   
Successors. All agreements of the Company in this Supplemental Indenture and the Notes shall bind its successors.
All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


 


Section 11.11   
Severability. In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.12   
Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture
and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 11.13   
Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 






    - 56 -


     


    

 


Section 11.14   
Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.


 


Section 11.15   
USA PATRIOT Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA PATRIOT Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee. The parties to this Supplemental Indenture agree that they will provide the Trustee with such information
as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


[Signatures on following page]


 






    - 57 -


     


    

 





Dated as of December 16, 2019


 


	 	iSTAR INC.
	 	 
	 	By:	/s/ Jay Sugarman
	 	 	Name:	Jay Sugarman
	 	 	Title:	Chairman of the Board of Directors and Chief Executive Officer






 


Signature
Page to Thirty-fourth Supplemental Indenture




 









     


     


    

 


Dated as of December 16, 2019


 


	 	U.S. BANK NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Trustee
	 	 
	 	By:	/s/ Steven V. Vaccarello
	 	 	Name:	Steven V. Vaccarello
	 	 	Title:	Vice President






 


Signature
Page to Thirty-fourth Supplemental Indenture




 






     


     


    

 





EXHIBIT A


 


[Face of Note]


 


[Insert
the Global Note Legend, if applicable

pursuant to the provisions of the Supplemental Indenture] 


 


 


CUSIP: 45031U CG4


ISIN: US45031UCG40


 


4.250% Senior Notes due 2025


 


	No. ___ 	$[   ]




 


iSTAR INC.


 


promises to pay to [if a Global Note: CEDE
& Co.,] [if a Definitive Note: ___________] or registered assigns, the principal sum of $[   ] [if a Global Note: (as revised
by the Schedule of Exchanges of Interests in the Global Note attached hereto)] on August 1, 2025.


 


Interest Payment Dates: February 1 and
August 1, commencing on February 1, 2020


 


Record Dates: January 15 and July 15


 


Reference is made to the further provisions
of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 






    Exh. A-1


     


    

 





IN WITNESS WHEREOF, iSTAR INC. has caused
this instrument to be duly signed.


 


	 	iSTAR INC.
	 	 
	 	By:	 
	 	 	Name:	Jay Sugarman
	 	 	Title:	Chairman of the Board of Directors and Chief Executive Officer
	Dated:	 	 	 	 






 






    Exh. A-2


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series
described in the within-mentioned Indenture and Supplemental Indenture.


 


U.S. BANK
NATIONAL ASSOCIATION, as Trustee


 


	By:	 	 
	 	Authorized Signatory	 






 


Dated:





 






    Exh. A-3


     


    

 


[Back of Note]


4.250% Senior Notes due 2025


 


Capitalized terms used
herein shall have the meanings assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.


 


1.       Interest.
iStar Inc., a Maryland corporation (the “Company”), promises to pay interest on the principal amount of this
Note at the rate of 4.250% per annum from December 16, 2019 until Maturity (or any applicable Redemption Date (as defined
below) or the date of purchase following a Change of Control Triggering Event (as defined in the Indenture referenced below). The
Company will pay interest semi-annually in arrears on February 1 and August 1 of each year, commencing February 1, 2020, or
if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
December 16, 2019. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.


 


2.       Method
of Payment. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the January 15 or July 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Supplemental
Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office
or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the
Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will be required with respect to principal of
and interest, and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts. In
the case of certificated Notes, the Company reserves the right to pay interest to Holders of Notes by check mailed to such
Holders at their registered addresses or by wire transfer to Holders of at least $5.0 million aggregate principal amount of
Notes.


 


3.       Paying
Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Supplemental Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.


 






    Exh. A-4


     


    

 


4.       Indenture.
The Company issued the Notes under an Indenture, dated as of February 5, 2001 (the “Base
Indenture”), as amended and supplemented, including as supplemented by the Supplemental Indenture, dated as of
December 16, 2019 (as it may be amended or supplemented, the “Supplemental Indenture” and together with
the Base Indenture, the “Indenture”), between the Company and the Trustee. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are
obligations of the Company. The Company is issuing $550,000,000 in aggregate principal amount of Notes on the Issue Date and
may issue Additional Notes in accordance with the terms of the Indenture.


 


5.       Optional
Redemption. Prior to May 1, 2025, the Notes may be redeemed in whole or in part at the Company’s option at any time and
from time to time at a Redemption Price equal to 100.000% of the principal amount thereof plus the Applicable Premium as of, and
accrued but unpaid interest, if any, to, but excluding, the date of the redemption (the “Redemption Date”) (subject
to the right of the Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).


 


On or after May 1,
2025, the Notes may be redeemed in whole or in part at the Company’s option at any time and from time to time at a Redemption
Price equal to 100.000% of the principal amount thereof plus accrued but unpaid interest, if any, to, but excluding, the applicable
Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
Interest Payment Date.


 


Prior to August
1, 2022, the Company shall be entitled at its option on one or more occasions to redeem the Notes in an aggregate principal amount
not to exceed 35% of the aggregate principal amount of the Notes originally issued at a Redemption Price (expressed as a percentage
of principal amount) of 104.250%, plus accrued but unpaid interest, if any, to, but excluding, the Redemption Date, with the Net
Cash Proceeds from one or more Qualified Equity Offerings; provided, however, that:


 


(1)       at
least 65% of such aggregate principal amount of the Notes remains outstanding immediately after the occurrence of each such redemption
(other than Notes held, directly or indirectly, by the Company or its Affiliates); and


 


(2)       each
such redemption occurs within 120 days after the date of the closing of the related Qualified Equity Offering.


 


“Applicable
Premium” means, at any Redemption Date, the greater of: (1) 1.0% of the principal amount of the Notes; and (2) the excess
of (a) the present value at such Redemption Date of (i) 100.000% of the principal amount of the Notes on the Redemption Date plus
(ii) all required remaining scheduled interest payments due on the Notes through May 1, 2025, excluding accrued but unpaid interest
to the Redemption Date, computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the principal amount
of the Notes on such Redemption Date. Calculation of the Applicable Premium will be made by the Company or on behalf of the Company
by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation
of the Trustee.


 






    Exh. A-5


     


    

 





“Treasury
Rate” means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519)
that has become publicly available on the third Business Day prior to the Company providing notice of redemption (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such
Redemption Date to May 1, 2025, provided, however, that if such period is not equal to the constant maturity of the United
States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which
such yields are given, except that if such period is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.


 


6.       Mandatory
Redemption. Except as set forth in paragraph 7, the Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.


 


7.       Repurchase
at Option of Holder. Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, each Holder will
have the right to require that the Company purchase all or a portion of such Holder’s outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.


 


8.       Notice
of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption
Date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be
redeemed in part but only in integral multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be
redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.


 


9.       Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Supplemental Indenture.
The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Company and the Trustee may require a Holder to pay any taxes and fees required by law or permitted by the Supplemental
Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of
any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.


 


10.      Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.


 






    Exh. A-6


     


    

 


11.     Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be modified, amended or
supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding
voting as a single class, and any existing Default or compliance with any provision of the Indenture or the Notes may be
waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a
single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be modified, amended or
supplemented: (a) to cure any ambiguity, defect or inconsistency that does not adversely affect in any material respect
the rights hereunder of any Holder of the Notes under the Indenture; (b) to provide for uncertificated Notes in addition
to or in place of certificated Notes; (c) to alter the provisions of the Indenture to provide for the assumption of the
Company’s obligations to the Holders by a successor to the Company pursuant to Article 5 of the Supplemental
Indenture; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or
that does not adversely affect in any material respect the rights hereunder of any Holder of the Notes; (e) to conform
the provisions of the Indenture to the “Description of the Notes” and “Description of Debt
Securities” sections of the Prospectus; (f) to comply with requirements of the Securities and Exchange Commission
in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; (g) to comply
with the rules of any applicable depositary; or (h) to evidence and provide for the acceptance of appointment under the
Supplemental Indenture of a successor Trustee.


 


12.     Defaults
and Remedies. Events of Default are set forth in the Supplemental Indenture. If any Event of Default occurs with respect to
the Notes and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare
all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events
of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of
a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to
the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required upon becoming
aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.


 


13.     Trustee
Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.


 


14.     No
Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have
any liability for any obligations of the Company under the Notes or the Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the Notes.


 






    Exh. A-7


     


    

 





15.      Authentication.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


16.      Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST
(= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


17.      CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


18.     Governing
Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the Supplemental Indenture. Requests may be made to:


 


iStar Inc.

1114 Avenue of the Americas, 39th Floor

New York, New York 10036

Attention: Investor Relations


 






    Exh. A-8


     


    

 





ASSIGNMENT FORM


 


To assign this Note,
fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)
	 
	 
	(Insert assignee’s Soc. Sec. or tax I.D. no.)
	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)



 


	and irrevocably appoint	 




to
transfer this Note on the books of the Company. The agent may substitute another to act for him.


 


Date: _______________


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)




 


	Signature Guarantee*:	 	 




 


		*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 






    Exh. A-9


     


    

 





OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect
to have this Note purchased by the Company pursuant to Section 4.10 of the Supplemental Indenture, check the following box:
 ̈


 


If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.10 of the Supplemental Indenture, state the amount
you elect to have purchased.


 


	 	$	 	 




 


Date: _______________


	 	 
	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)
	 	 



 


	 	Tax Identification No.:	 





	Signature Guarantee*:	 	 




 


		*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 






    Exh. A-10


     


    

 





SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE1


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	
        Date
of

 Exchange 
	
        Amount
of

 decrease in

 Principal

 Amount of this

 Global Note 
	
        Amount
of

 increase in

 Principal

 Amount of this

 Global Note 
	
        Principal


Amount of this

 Global Note

 following such

 decrease (or

 increase) 
	
        Signature
of

 authorized

 signatory of

 Trustee or Note

 Custodian 

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 





 












1
To be included if the Note is a Global Note.


 








    Exh. A-11