EXHIBIT 4.2.2



 Exhibit 4.2.2 
  

  
 Capital One Financial Corporation, 
 Issuer 
  
 to 
  
 Trustee 
  


 
 SUBORDINATED INDENTURE 
  
 Dated as of     , 
  
 Subordinated Debt Securities 
  








 Reconciliation and tie between 
 Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture 
  

					
	 Trust Indenture Act Section

	  	Indenture Section


	 Section 310
	 	(a)(1)	  	606
	 	 	(a)(2)	  	606(b)
	 Section 312
	 	(a)	  	701
	 	 	(b)	  	702
	 	 	(c)	  	702
			
	 Section 313
	 	(a)	  	703
	 	 	(b)(2)	  	703
	 	 	(c)	  	703
	 	 	(d)	  	703
			
	 Section 314
	 	(a)(1)-(3)	  	704
	 	 	(a)(4)	  	101, 1009
	 	 	(c)(1)	  	102
	 	 	(c)(2)	  	102
	 	 	(e)	  	101
	 	 	(f)	  	102
			
	 Section 315
	 	(a)	  	601
	 	 	(b)	  	501
	 	 	(c)	  	601
	 	 	(d)	  	601
			
	 Section 316
	 	(a)(last sentence)	  	101
	 	 	(a)(1)(A)	  	502, 512
	 	 	(a)(1)(B)	  	513
	 	 	(b)	  	508
	 	 	(c)	  	104
			
	 Section 317
	 	(a)(1)	  	503
	 	 	(a)(2)	  	504
	 	 	(b)	  	1003
	 Section 318
	 	(a)	  	108

  

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

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

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 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 RECITALS
	  	 	  	1
			
	 ARTICLE ONE
	  	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	 
			
	 Section 101.
	  	 Definitions
	  	1
	 “Act”
	  	2
	 “Additional Amounts”
	  	2
	 “Affiliate”
	  	2
	 “Authenticating Agent”
	  	2
	 “Authorized Newspaper”
	  	2
	 “Bearer Security”
	  	2
	 “Board of Directors”
	  	2
	 “Board Resolution”
	  	2
	 “Business Day”
	  	3
	 “Commission”
	  	3
	 “Common Stock”
	  	3
	 “Company”
	  	3
	 “Company Request” and “Company Order”
	  	3
	 “Consolidated Assets”
	  	3
	 “Conversion Price”
	  	3
	 “Convertible Security” or “Convertible Securities”
	  	3
	 “Corporate Trust Office”
	  	3
	 “Corporation”
	  	3
	 “Coupon”
	  	3
	 “Currency” or “Money”
	  	3
	 “Currency Indexed Note”
	  	4
	 “Date of Conversion”
	  	4
	 “Defaulted Interest”
	  	4
	 “Depositary” or “U.S. Depositary”
	  	4
	 “Dollars” or “$”
	  	4
	 “Event of Default”
	  	4
	 “Government Obligations”
	  	4
	 “Holder”
	  	4
	 “Indenture”
	  	5
	 “Independent Public Accountants”
	  	5
	 “Indexed Security”
	  	5
	 “Interest”
	  	5
	 “Interest Payment Date”
	  	5
	 “Legal Holiday”
	  	5
	 “Maturity”
	  	5
	 “Office or Agency”
	  	5
	 “Officers’ Certificate”
	  	6
	 “Opinion of Counsel”
	  	6

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page


	 “Original Issue Discount Security”
	  	6
	 “Outstanding”
	  	6
	 “Paying Agent”
	  	7
	 “Person”
	  	7
	 “Place of Payment”
	  	7
	 “Predecessor Security”
	  	7
	 “Redemption Date”
	  	8
	 “Redemption Price”
	  	8
	 “Registered Security”
	  	8
	 “Regular Record Date”
	  	8
	 “Responsible Officer”
	  	8
	 “Security” or “Securities”
	  	8
	 “Security Register” and “Security Registrar”
	  	8
	 “Senior Indebtedness”
	  	8
	 “Significant Subsidiary”
	  	8
	 “Special Record Date”
	  	9
	 “Stated Maturity”
	  	9
	 “Subsidiary”
	  	9
	 “Trust Indenture Act”
	  	9
	 “Trustee”
	  	9
	 “United States”
	  	9
	 “United States Alien”
	  	9
	 “Vice President”
	  	10
	 “Voting Stock”
	  	10
	 Section 102.
	  	 Compliance Certificates and Opinions
	  	10
	 Section 103.
	  	 Form of Documents Delivered to Trustee
	  	10
	 Section 104.
	  	 Acts of Holders
	  	10
	 Section 105.
	  	 Notices, etc. to Trustee and Company
	  	13
	 Section 106.
	  	 Notice to Holders of Securities; Waiver
	  	13
	 Section 107.
	  	 Language of Notices
	  	14
	 Section 108.
	  	 Conflict with Trust Indenture Act
	  	14
	 Section 109.
	  	 Effect of Headings and Table of Contents
	  	14
	 Section 110.
	  	 Successors and Assigns
	  	14
	 Section 111.
	  	 Separability Clause
	  	14
	 Section 112.
	  	 Benefits of Indenture
	  	14
	 Section 113.
	  	 Governing Law
	  	15
	 Section 114.
	  	 Legal Holidays
	  	15
			
	 ARTICLE TWO
	  	 SECURITIES FORMS
	  	 
			
	 Section 201.
	  	 Forms Generally
	  	15
	 Section 202.
	  	 Form of Trustee’s Certificate of Authentication
	  	15
	 Section 203.
	  	 Securities in Global Form
	  	16

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page


	 ARTICLE THREE
	  	THE SECURITIES	  	 
			
	 Section 301.
	  	Amount Unlimited; Issuable in Series	  	16
	 Section 302.
	  	Currency; Denominations	  	19
	 Section 303.
	  	Execution, Authentication, Delivery and Dating	  	20
	 Section 304.
	  	Temporary Securities	  	21
	 Section 305.
	  	Registration, Transfer and Exchange	  	22
	 Section 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	25
	 Section 307.
	  	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved	  	26
	 Section 308.
	  	Persons Deemed Owners	  	28
	 Section 309.
	  	Cancellation	  	28
	 Section 310.
	  	Computation of Interest	  	29
			
	 ARTICLE FOUR
	  	SATISFACTION AND DISCHARGE	  	 
			
	 Section 401.
	  	Satisfaction and Discharge of Indenture	  	29
	 Section 402.
	  	Satisfaction, Discharge and Defeasance of Securities of any Series	  	31
	 Section 403.
	  	Application of Trust Money	  	33
			
	 ARTICLE FIVE
	  	REMEDIES	  	 
			
	 Section 501.
	  	Events of Default	  	33
	 Section 502.
	  	Acceleration of Maturity; Rescission and Annulment	  	35
	 Section 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	36
	 Section 504.
	  	Trustee May File Proofs of Claim	  	36
	 Section 505.
	  	Trustee May Enforce Claims without Possession of Securities or Coupons	  	37
	 Section 506.
	  	Application of Money Collected	  	37
	 Section 507.
	  	Limitations on Suits	  	38
	 Section 508.
	  	Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts and to Convert any Convertible Security	  	39
	 Section 509.
	  	Restoration of Rights and Remedies	  	39
	 Section 510.
	  	Rights and Remedies	  	39
	 Section 511.
	  	Delay or Omission Not Waiver	  	39
	 Section 512.
	  	Control by Holders of Securities	  	40
	 Section 513.
	  	Waiver of Past Defaults	  	40
	 Section 514.
	  	Waiver of Stay or Extension Laws	  	40
			
	 ARTICLE SIX
	  	THE TRUSTEE	  	 
			
	 Section 601.
	  	Certain Rights of Trustee	  	40
	 Section 602.
	  	Not Responsible for Recitals or Issuance of Securities	  	41
	 Section 603.
	  	May Hold Securities	  	42

  

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	 	  	 	  	Page


	 Section 604.
	  	Money Held in Trust	  	42
	 Section 605.
	  	Compensation and Reimbursement	  	42
	 Section 606.
	  	Corporate Trustee Required; Eligibility	  	42
	 Section 607.
	  	Resignation and Removal; Appointment of Successor	  	43
	 Section 608.
	  	Acceptance of Appointment by Successor	  	44
	 Section 609.
	  	Merger, Conversion, Consolidation or Succession to Business	  	46
	 Section 610.
	  	Appointment of Authenticating Agent	  	46
			
	 ARTICLE SEVEN
	  	HOLDER’S LISTS AND REPORTS BY TRUSTEE, AND COMPANY	  	 
			
	 Section 701.
	  	Company to Furnish Trustee Names and Addresses of Holders	  	48
	 Section 702.
	  	Preservation of Information; Communications to Holders	  	48
	 Section 703.
	  	Reports by Trustee	  	48
	 Section 704.
	  	Reports by Company	  	49
			
	 ARTICLE EIGHT
	  	CONSOLIDATION, MERGER AND SALES	  	 
			
	 Section 801.
	  	Company May Consolidate, Etc., Only on Certain Terms	  	49
	 Section 802.
	  	Successor Person Substituted for Company	  	50
			
	 ARTICLE NINE
	  	SUPPLEMENTAL INDENTURES	  	 
			
	 Section 901.
	  	Supplemental Indentures without Consent of Holders	  	50
	 Section 902.
	  	Supplemental Indentures with Consent of Holders	  	52
	 Section 903.
	  	Execution of Supplemental Indentures	  	53
	 Section 904.
	  	Effect of Supplemental Indentures	  	53
	 Section 905.
	  	Reference in Securities to Supplemental Indentures	  	53
	 Section 906.
	  	Subordination Unimpaired	  	53
	 Section 907.
	  	Conformity with Trust Indenture Act	  	54
			
	 ARTICLE TEN
	  	COVENANTS	  	 
			
	 Section 1001.
	  	Payment of Principal and any Premium, Interest and Additional Amounts	  	54
	 Section 1002.
	  	Maintenance of Office or Agency	  	54
	 Section 1003.
	  	Money for Securities Payments to Be Held in Trust	  	55
	 Section 1004.
	  	Additional Amounts	  	56
	 Section 1005.
	  	[RESERVED]	  	57
	 Section 1006.
	  	[RESERVED]	  	57
	 Section 1007.
	  	Corporate Existence	  	57
	 Section 1008.
	  	Waiver of Certain Covenants	  	57
	 Section 1009.
	  	Company Statement as to Compliance; Notice of Certain Defaults	  	58
			
	 ARTICLE ELEVEN
	  	REDEMPTION OF SECURITIES	  	 
			
	 Section 1101.
	  	Applicability of Article	  	58
	 Section 1102.
	  	Election to Redeem; Notice to Trustee	  	58

  

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	 	  	 	  	Page


	 Section 1103.
	  	 Selection by Trustee of Securities to be Redeemed
	  	58
	 Section 1104.
	  	 Notice of Redemption
	  	59
	 Section 1105.
	  	 Deposit of Redemption Price
	  	60
	 Section 1106.
	  	 Securities Payable on Redemption Date
	  	61
	 Section 1107.
	  	 Securities Redeemed in Part
	  	61
	 Section 1108.
	  	 Conversion Arrangements on Call for Redemption
	  	62
			
	 ARTICLE TWELVE
	  	 SINKING FUNDS
	  	 
			
	 Section 1201.
	  	 Applicability of Article
	  	63
	 Section 1202.
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	63
	 Section 1203.
	  	 Redemption of Securities for Sinking Fund
	  	63
			
	 ARTICLE THIRTEEN
	  	 REPAYMENT AT THE OPTION OF HOLDERS
	  	 
			
	 Section 1301.
	  	 Applicability of Article
	  	64
			
	 ARTICLE FOURTEEN
	  	 SECURITIES IN FOREIGN CURRENCIES
	  	 
			
	 Section 1401.
	  	 Applicability of Article
	  	64
			
	 ARTICLE FIFTEEN
	  	 MEETINGS OF HOLDERS OF SECURITIES
	  	 
			
	 Section 1501.
	  	 Purposes for Which Meetings May Be Called
	  	65
	 Section 1502.
	  	 Call, Notice and Place of Meetings
	  	65
	 Section 1503.
	  	 Persons Entitled to Vote at Meetings
	  	65
	 Section 1504.
	  	 Quorum; Action
	  	66
	 Section 1505.
	  	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	66
	 Section 1506.
	  	 Counting Votes and Recording Action of Meetings
	  	67
			
	 ARTICLE SIXTEEN
	  	 SUBORDINATION
	  	 
			
	 Section 1601.
	  	 Securities Subordinated to Senior Indebtedness
	  	68
	 Section 1602.
	  	 Subrogation
	  	70
	 Section 1603.
	  	 Provisions Solely to Define Relative Rights
	  	70
	 Section 1604.
	  	 Payments on Securities Permitted if No Default
	  	71
	 Section 1605.
	  	 Effectuation of Subordination By Trustee
	  	71
	 Section 1606.
	  	 Knowledge of Trustee
	  	71
	 Section 1607.
	  	 Trustee’s Relation to Senior Indebtedness
	  	72
	 Section 1608.
	  	 Rights of Holders of Senior Indebtedness Not Impaired
	  	72
			
	 ARTICLE SEVENTEEN
	  	 CONVERSION
	  	 
			
	 Section 1701.
	  	 Conversion Privilege
	  	72
	 Section 1702.
	  	 Manner of Exercise of Conversion Privilege
	  	73
	 Section 1703.
	  	 Cash Adjustment Upon Conversion
	  	74
	 Section 1704.
	  	 Conversion Price
	  	74
	 Section 1705.
	  	 Adjustment of Conversion Price
	  	74

  

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	 Section 1706.
	  	 Effect of Reclassifications, Consolidations, Mergers or Sales on Conversion Privilege
	  	77
	 Section 1707.
	  	 Taxes on Conversions
	  	78
	 Section 1708.
	  	 Company to Reserve Common Stock
	  	78
	 Section 1709.
	  	 Disclaimer by Trustee of Responsibility for Certain Matters
	  	79
	 Section 1710.
	  	 Company to Give Notice of Certain Events
	  	79
			
	 ARTICLE EIGHTEEN
	  	 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	  	 
			
	 Section 1801.
	  	 Indenture and Securities Solely Corporate Obligations
	  	80

  

 vii 








 SUBORDINATED INDENTURE, dated as of
                        (the “Indenture”), between Capital One Financial Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its corporate office located at 2980 Fairview Park Drive, Falls Church, Virginia 22042, and
                            , a national banking association duly organized and existing under the
laws of the United States (hereinafter called the “Trustee”), having its Corporate Trust Office located at
                                        
    . 
  
 RECITALS 
  
 The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates of interest, to
mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided. 
  
 The Company has duly authorized the execution and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done. 
  
 This
Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent
applicable, shall be governed by such provisions. 
  
 NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in
consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities and any Coupons (as hereinafter defined) as
follows: 
  
 ARTICLE ONE 
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  
 Section 101. Definitions. Except as otherwise
expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this Indenture: 
  
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

  
 (2) all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
  
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term “generally accepted accounting 










 
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date
of such computation; and 
  
 (4) the words
“herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
  
 Certain terms used principally in certain Articles hereof are defined in
those Articles. 
  
 “Act”, when used with respect
to any Holders, has the meaning specified in Section 104. 
  
 “Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders
specified therein and which are owing to such Holders. 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition,
“control”, when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have the meanings correlative to the foregoing. 
  
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 610 to act on behalf of the Trustee to
authenticate Securities of one or more series. 
  
 “Authorized Newspaper” means a newspaper, in an official language of the place of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not
published on days that are Legal Holidays in the place of publication, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to
be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day that is a Business Day in the place of publication.

  
 “Bearer Security” means any Security in the
form established pursuant to Section 201 which is payable to bearer. 
  
 “Board of Directors” means the board of directors of the Company or any committee of that board duly authorized to act generally or in any particular respect for the Company hereunder. 
  
 “Board Resolution” means a copy of one or more resolutions,
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or any duly authorized committee thereof and to be in full force and effect on the date of such certification, delivered to the
Trustee. 
  

 2 








 “Business Day”, with respect to any Place of Payment or other location, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a Legal Holiday in such Place of Payment or other location. 
  
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of
1934 or, if at any time after the execution of this 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” means all shares now or hereafter authorized
of any class of common stock of the Company presently authorized and stock of any other class into which such shares may hereafter have been changed. 
  
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person, and any other obligor upon the Securities. 
  
 “Company Request” and “Company Order” mean, respectively, a written request or order, as
the case may be, signed in the name of the Company by the Chairman of the Board of Directors and Chief Executive Officer, a Vice Chairman, the President and Chief Operating Officer, a Senior Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. 
  
 “Consolidated Assets” means all assets owned directly by the Company or indirectly by the Company through any Subsidiary and reflected on the Company’s consolidated balance sheet prepared in
accordance with generally accepted accounting principles. 
  
 “Conversion Price” means the price per share of Common Stock from time to time in effect at which any Convertible Security may be converted into Common Stock as determined by or pursuant to the terms of this Indenture.

  
 “Convertible Security” or “Convertible
Securities” means any Security or Securities, as the case may be, which are by their terms convertible into Common Stock. 
  
 “Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture is located at the address specified in the first paragraph of this instrument. 
  
 “Corporation” includes corporations and, except for purposes of Article Eight, associations, companies and business trusts. 

 
 “Coupon” means any interest coupon appertaining to a
Bearer Security. 
  
 “Currency” or
“Money”, with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means the unit or units of legal tender for the
payment of public and private debts (or 

  

 3 








 
any composite thereof) in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof and, with respect to any
other payment, deposit or transfer pursuant to or contemplated by the terms hereof, means Dollars. 
  
 “Currency Indexed Note” means any Security with the amount of principal payments determined by reference to an index Currency.

  
 “Date of Conversion” with respect to any
Convertible Security or portion thereof to be converted, means the date on which such Convertible Security shall be surrendered for conversion and notice given in accordance with the provisions of Article Seventeen. 
  
 “Defaulted Interest” has the meaning specified in
Section 307. 
  
 “Depositary” or
“U.S. Depositary” means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as Depositary or US. Depositary by the Company in or pursuant to this Indenture, which
Person must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any successor to such Person. If at any
time there is more than one such Person, “Depositary” or “U.S. Depositary” shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities. 
  
 “Dollars” or “$” means a dollar or other
equivalent unit of legal tender for payment of public or private debts in the United States of America. 
  
 “Event of Default” has the meaning specified in Section 501. 
  
 “Government Obligations”, with respect to any Security, means direct obligations of the government or
governments which issued the Currency in which the principal of or any premium or interest on such Security or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the
full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government or governments, in each case where the payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation by such government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held
by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any
amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt. 
  
 “Holder”, in the case of any Registered Security, means the
Person in whose name such Security is registered in the Security Register and, in the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof. 
  

 4 








 “Indenture” means this instrument as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such Security and any Coupon appertaining thereto established pursuant to
Section 301 (as such terms and provisions may be amended pursuant to the applicable provisions hereof). 
  
 “Independent Public Accountants” means accountants or a firm of accountants that, with respect to the Company and any other obligor under
the Securities or the Coupons, are independent public accountants within the meaning of the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder, who may be the independent public accountants
regularly retained by the Company or who may be other independent public accountants. Such accountants or firm shall be entitled to rely upon any Opinion of Counsel as to the interpretation of any legal matters relating to the Indenture or
certificates required to be provided hereunder. 
  
 “Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity and/or interest to be paid thereon may be determined by reference to the exchange rate of one or
more specified currencies relative to an index or one or more equity or other indices and/or formulae or the price of one or more specified commodities or by such other methods or formulae as may be determined in accordance with this Indenture.

  
 “Interest”, with respect to any Original
Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity, and, when used with respect to a Security which provides for payment of Additional Amounts pursuant to Section 1004, includes
such Additional Amounts. 
  
 “Interest Payment
Date”, with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
  
 “Legal Holiday”, with respect to any Place of Payment or other location, means a Saturday, a Sunday or a day on which banking
institutions or trust companies in such Place of Payment or other location are not authorized or obligated to be open. 
  
 “Major Depository Institution Subsidiary” means a federally-insured depository institution Subsidiary of the Company the consolidated
assets of which constitute 25% or more of the Company’s Consolidated Assets. 
  
 “Majority Holders”, with respect to any series of Securities, means the Holders of a majority of the aggregate principal amount of the Outstanding Securities of such series. 
  
 “Maturity”, with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to
elect repayment or otherwise, and includes Redemption Date. 
  
 “Office or Agency”, with respect to any Securities, means an office or agency of the Company maintained or designated in a Place of Payment for such Securities pursuant to Section 

  

 5 








 
1002 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 1002 or, to the extent designated or
required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee. 
  
 “Officers’ Certificate” means a certificate signed by the Chairman of the Board and Chief Executive Officer, a Vice Chairman, the
President and Chief Operating Officer, any Senior Vice President, the Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, that complies with the requirements of Section 314(e) of the Trust Indenture Act
and is delivered to the Trustee. 
  
 “Opinion of
Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company or other counsel who shall be reasonably acceptable to the Trustee, that complies with the requirements of Section 314(e) of the Trust
Indenture Act. 
  
 “Original Issue Discount
Security” means a Security issued pursuant to this Indenture which provides for declaration of an amount less than the principal face amount thereof to be due and payable upon acceleration pursuant to Section 502. 
  
 “Outstanding”, when used with respect to any Securities,
means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (i) any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar
for cancellation; 
  
 (ii) any such Security or
portions thereof for whose payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any Coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made; 
  
 (iii) any such Security with respect to which the Company has effected defeasance pursuant to Section 402 hereof; 
  
 (iv) any such Security which has been paid pursuant to
Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a
bona fide purchaser in whose hands such Security is a valid obligation of the Company; and 
  
 (v) Convertible Securities converted into Common Stock in accordance with Article Seventeen hereof; 
  
 provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand, authorization, 

  

 6 








 
direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes: 
  
 (a) the principal amount of an Original Issue Discount
Security, that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due
and payable upon a declaration of acceleration thereof pursuant to Section 502 at the time of such determination, 
  
 (b) the principal amount of any Indexed Security that shall be deemed outstanding for such purpose shall be equal to the principal face
amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture; 
  
 (c) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent
based on the applicable exchange rate or rates at the time of sale (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of the amount determined in (a) above); and

  
 (d) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Company or any
other obligor upon the Securities or any Coupons appertaining thereto or any Affiliate of the Company or such other obligor. 
  
 “Paying Agent” means any Person authorized by the Company to pay the principal of, or any premium or interest on, or any Additional
Amounts with respect to any Security or any Coupon on behalf of the Company. 
  
 “Person” means any individual, Corporation, partnership, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

  
 “Place of Payment”, with respect to any
Security, means the place or places where the principal of, or any premium or interest on, or any Additional Amounts with respect to such Security is payable as provided in or pursuant to this Indenture. 
  
 “Predecessor Security” of any particular Security means
every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu
of a lost, destroyed, mutilated or stolen Security or any Security to which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same 

  

 7 








 
debt as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains. 
  
 “Redemption Date”, with respect to any Security or portion
thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price”, with respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as
determined by or pursuant to this Indenture. 
  
 “Registered Security” means any Security established pursuant to Section 201 which is registered in the Security Register. 
  
 “Regular Record Date” for the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture as the “Regular Record Date”. 
  
 “Responsible Officer” means an officer of the Trustee assigned to the Corporate Trust Office, including any Vice President, any trust officer or any other officer performing functions similar to those
performed by the persons who at the time shall be such officers, and any other officer of the Trustee to whom a matter is referred because of his knowledge of and familiarity with the particular subject. 
  
 “Security” or “Securities” means any
Security or Securities, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities”, with respect to any
such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in
Section 305. 
  
 “Senior Indebtedness” means
(1) the principal of and premium, if any, and interest, on, whether outstanding now or incurred later, (a) all indebtedness for money borrowed by the Company, including indebtedness of others guaranteed by the Company, other than the
subordinated debt securities and the junior subordinated debt securities and other indebtedness that is expressly stated as not senior, and (b) any amendments, renewals, extensions, modifications and refundings of any indebtedness, unless in
either case the instrument evidencing the indebtedness provides that it is not senior in right of payment to the subordinated debt securities; (2) all of the Company’s capital lease obligations and any synthetic lease or tax retention
operating lease; (3) all of the Company’s obligations issued or assumed as the deferred purchase price of property, and all conditional sale or title retention agreements, but excluding trade accounts payable in the ordinary course of
business; (4) all of the Company’s obligations, contingent or otherwise, in respect of any letters of credit, bankers acceptances, security purchase facilities and similar credit transactions; (5) all of the Company’s obligations
in respect of interest rate swap, cap or similar agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar agreements; (6) all obligations of the
type referred to in clauses (1) through (5) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or 

  

 8 








 
otherwise; and (7) all obligations of the type referred to in clauses (1) through (6) of other persons secured by any lien on any of the
Company’s property or assets whether or not such obligation is assumed by the Company. 
  
 Senior Indebtedness does not include (1) subordinated debt securities; (2) any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, subordinated debt securities; and
(3) any indebtedness between or among the Company and its affiliates, including (a) any junior subordinated debt securities, (b) trust preferred securities guarantees and (c) all other debt securities and guarantees in respect of
those debt securities, issued to any trust, or a trustee of such trust, partnership or other entity affiliated with the Company which is the Company’s financing vehicle in connection with the issuance by such financing vehicle of trust
preferred securities or other securities guaranteed by the Company pursuant to an instrument that ranks on an equal basis with, or junior to, the trust preferred securities guarantees. 
  
 “Special Record Date” for the payment of any Defaulted Interest on any Registered Security means a date
fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity”, with respect to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, means the date established by or pursuant to this Indenture as the
fixed date on which the principal of such Security or such installment of principal or interest is or such Additional Amounts are due and payable. 
  
 “Subsidiary” means any Corporation of which at the time of determination the Company or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the shares of Voting Stock. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended
or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be. 
  
 “Trustee” means the Person named as the “Trustee”
in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each
Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with
respect to the Securities of such series. 
  
 “United
States”, except as otherwise provided herein or in any Security, means the United States of America (including the states thereof and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.

  
 “United States Alien”, except as otherwise
provided in or pursuant to this Indenture, means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal income 

  

 9 








 
tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. 
  
 “Vice President”, when used with respect to the Company or
the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President”. 
  
 “Voting Stock” means stock of a Corporation of the class or classes having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such Corporation provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered voting stock
whether or not such event shall have happened. 
  
 Section 102. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent,
if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished. 
  
 Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
  
 Any certificate or opinion of an officer of the Company may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the
matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers
of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous. 
  
 Where any Person
is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

  
 Section 104. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be 

  

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given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by
an agent duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are received by the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent,
or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the
Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. 
  
 Without limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, a
Holder, including a U.S. Depositary that is a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in
or pursuant to this Indenture to be made, given or taken by Holders, and a U.S. Depositary that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such U.S.
Depositary’s standing instructions and customary practices. 
  
 The Trustee shall fix a record date for the purpose of determining the Persons who are beneficial owners of interest in any permanent global Security held by a U.S. Depositary entitled under the procedures of such U.S. Depositary to make,
give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by Holders. If such a record
date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether
or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

  

	 	(a)	The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with
such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section 104. 

  

 11 









	 	(b)	The ownership, principal amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the date of the termination of holding the same,
shall be proved by the Security Register. 

  

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

  

	 	(d)	If the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may at
its option (but is not obligated to), by Board Resolutions, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act.
If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders of Registered Securities shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 

  

 12 









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

  
 Section 105. Notices, etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  
 (1) the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, 
  
 or 
  
 (2) the Company by the Trustee or any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of its Treasurer at the address of its principal office specified in
the first paragraph of this instrument (with a copy to its Corporate Secretary at the same address) or at any other address previously furnished in writing to the Trustee by the Company. 
  
 Section 106. Notice to Holders of Securities; Waiver. Except as otherwise expressly provided in or
pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of any event, 
  
 (1) such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a
Registered Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such Notice; and 
  
 (2) such notice shall be sufficiently given to Holders of Bearer Securities,
if any, if published in an Authorized Newspaper in The City of New York and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that
such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice. 
  
 In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the
sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice which is mailed in the manner herein provided shall be conclusively 

  

 13 








 
presumed to have been duly given or provided. In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
  
 In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any
other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above. 
  
 Where this
Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  
 Section 107. Language of Notices. Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be. 
  
 Section 108. Conflict with Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision shall control. 
  
 Section 109. Effect of Headings and Table of
Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
  
 Section 110. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not. 
  
 Section
111. Separability Clause. In case any provision in this Indenture, any Security or any Coupon 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 112. Benefits
of Indenture. Nothing in this Indenture, any Security or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder and the Holders of
Securities or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  

 14 








 Section 113. Governing Law. This Indenture, the Securities and any Coupons shall
be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state. 
  
 Section 114. Legal Holidays. In any case where any Interest Payment Date, Stated Maturity or Maturity
of any Security, or the last date on which a Holder has the right to convert his Securities shall be a Legal Holiday at any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than a
provision in any Security or Coupon that specifically states that such provision shall apply in lieu of this Section 114) payment or conversion of the Securities need not be made at such Place of Payment on such date, but may be made on the
next succeeding day that is a Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or at the Stated Maturity or Maturity, or on the last such date for conversion, and no interest shall accrue
on the amount payable on such date or at such time for the period from and after such Interest Payment Date or Stated Maturity or Maturity, or the last such date for conversion, as the case may be. 
  
 ARTICLE TWO 
  
 SECURITIES FORMS 
  
 Section 201. Forms Generally. Each Registered Security, Bearer Security, Coupon and temporary global Security issued pursuant to
this Indenture shall be in the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Security or Coupon as evidenced by their execution of such Security or Coupon. 
  
 Unless otherwise provided in or pursuant to this Indenture, the Securities shall be issuable in registered form without Coupons. 
  

Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel
engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Coupons, as evidenced by their execution of such Securities or Coupons. 
  
 Section 202. Form of Trustee’s Certificate of
Authentication. Subject to Section 610, the Trustee’s certificate of authentication shall be in substantially the following form: 
  
 This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. 
  

	
	 ______________________, as Trustee



  

					
			
	By	 	 	 	 Authorized Officer


  

 15 








 Section 203. Securities in Global Form. If Securities of a series shall be
issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time
to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to
be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner
and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect
to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. 
  
 ARTICLE THREE 
  
 THE SECURITIES 
  
 Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one or more series. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Sixteen. 
  
 With respect to any Securities to be authenticated and delivered hereunder,
there shall be established in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, 
  
 (1) the title, form and type of such Securities and the series in which such Securities shall be included;

  
 (2) any limit upon the aggregate principal
amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu
of, other Securities of such series pursuant to Section 304, 305, 306, 905, 1107 or 1702 or the terms of such Securities); 
  
 (3) whether such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and
Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale, delivery or conversion of the Bearer Securities and the terms, if any, upon which
Bearer Securities may be exchanged for Registered Securities and vice versa; 
  

 16 








 (4) if any of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether beneficial owners of interests in any such global Security may exchange such interest for Securities of the same series and of like tenor and of any authorized form and denomination,
and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, and (ii) the name of the Depositary or the U.S. Depositary, as the case may be, with respect to any global Security;

  
 (5) if any of such Securities are to be
issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued); 
  
 (6) if any of such Securities are to be issuable as Bearer
Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities
shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest
payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; 
  
 (7) the date or dates (including the Stated Maturity), or the method or methods, if any, by which such date or dates shall be determined,
on which the principal of such Securities is payable (and any provisions relating to extending or shortening the date on which the principal of the Securities is payable); 
  
 (8) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if
any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which
such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, whether and under what circumstances Additional Amounts on such Securities or any of them shall be
payable, and the basis upon which interest shall be calculated; 
  
 (9) if in addition to or other than The City of New York, the place or places where the principal of, any premium and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such
Securities that are Registered Securities may be surrendered for registration of transfer, any of such Securities may be surrendered for exchange or conversion and notices or demands to or upon the Company in respect of such Securities and this
Indenture may be served; 
  
 (10) whether any of
such Securities are to be redeemable at the option of the Company and, if so, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the
option of the Company; 
  

 17 








 (11) whether the Company is obligated to redeem or purchase any of such Securities
pursuant to any sinking fund or at the option of any Holder thereof and, if so, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole
or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased; 
  
 (12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of
$1,000 and any integral multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000; 
  
 (13) if other than the principal amount thereof, the portion of the principal amount of any of such
Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 501 or the method by which such portion is to be determined; 
  
 (14) if other than Dollars, the Currency in which payment of the principal of, any premium or interest on or
any Additional Amounts with respect to any of such Securities shall be payable, and, if applicable, the time and manner of determining the exchange rate between the Currency in which such Securities are payable and the Currency in which any of them
are so payable; 
  
 (15) whether the amount of
payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other method (which index, formula or method or methods may be based, without
limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable; 
  
 (16) any deletions from, modifications of or additions to
the Events of Default or covenants of the Company with respect to any of such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 
  
 (17) the applicability, if any, of Section 402 to any
of such Securities and any provisions in modification of, in addition to or in lieu of any of the provisions of Section 402; 
  
 (18) whether the principal of (and premium, if any) or interest (including Additional Amounts), if any, on the Securities of the series
are to be payable, at the election of the Company or any Holder thereof or otherwise, in a currency or currencies, currency unit or units or composite currency or currencies other than that in which such Securities or any of them are denominated or
stated to be payable, the period or periods within which, and the other terms and conditions upon which, such election, if any, may be made, and the time and manner of determining the exchange rate between the currency or currencies, currency unit
or units or composite currency or currencies in which such 

  

 18 








 
Securities or any of them are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies
in which such Securities or any of them are to be so payable; 
  
 (19) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; 
  
 (20) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar,
Paying Agent or Authenticating Agent with respect to such Securities; 
  
 (21) whether Securities of the series are to be Convertible Securities and, if so, the initial Conversion Price applicable thereto, the period or periods within which the conversion privilege may be exercised, the
class of Common Stock into which such Convertible Securities may be converted and any additions, deletions, modifications or variations to the provisions of Article Seventeen hereof applicable thereto; 
  
 (22) any other terms of such Securities (which terms shall
not be inconsistent with the provisions of this Indenture). 
  
 All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate or rates of interest, if
any, and Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’ Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Securities. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be reopened for issuances of additional Securities of
such series or to establish additional terms of such series of Securities. 
  
 If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of such series. 
  
 Section 302. Currency; Denominations. Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall be
payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form without Coupons in denominations of $1,000 or any integral multiple thereof, and the
Bearer Securities denominated in Dollars shall be issuable in the denomination of $5,000 or any integral multiple thereof. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture. 
  

 19 








 Section 303. Execution, Authentication, Delivery and Dating. Securities shall be
executed on behalf of the Company by its Chairman of the Board and Chief Executive Officer, its President and Chief Operating Officer, the Chief Financial Officer, the Treasurer and any Assistant Treasurer or one of its Senior Vice Presidents under
its corporate seal reproduced thereon and attested by its Corporate Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the
Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. 
  
 Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

  
 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Company, to the Trustee for authentication, together with the Board Resolution and Officers’ Certificate or
supplemental indenture with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions
hereof shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be
entitled to receive, and (subject to Article Six hereof) shall be fully protected in relying upon an Opinion of Counsel substantially to the effect that: 
  

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

  

	 	(b)	 that such Securities, and Coupons, when completed by appropriate insertion and executed and delivered by the Company to the Trustee for authentication pursuant to
this Indenture, and 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 legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally, and subject to
general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any securities denominated
other than in Dollars (or a foreign currency or foreign currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to
limit, delay or prohibit the making of payments in foreign currency or currency units or payments outside the United States; and will entitle the 



  

 20 









	 	 
Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies;



  

	 	(c)	all legal requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been complied with; and 

  

	 	(d)	as to such other matters as the Trustee may reasonably request. 

  
 If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’
Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any
separate request by the Company that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with. 
  
 The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. 
  
 Each Registered Security shall be dated the date of its authentication. Each
Bearer Security and any temporary Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. 
  
 No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or 610 executed by or on behalf of the Trustee by the manual signature of one of its authorized officers or by an Authenticating
Agent. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 305 or 306, the Trustee shall not authenticate
and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled. 
  
 Section 304. Temporary Securities. Pending the preparation of definitive Securities, the Company may execute and deliver to the
Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons and
with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be
in global form. 
  

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 Except in the case of temporary Securities in global form, which shall be exchanged in accordance with
the provisions thereof, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities of the same series and containing terms and
provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge
to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a like principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or pursuant to this
Indenture, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth
in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series. 
  
 Section 305. Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes
referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series
and of transfers of the Registered Securities of such series. In the event that the Trustee shall not be the Security Registrar, it shall have the right to examine the Security Register at all reasonable times. The Trustee is hereby initially
appointed as Security Registrar for each series of Securities. In the event that the Trustee shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all
reasonable times. 
  
 Upon surrender for registration of transfer
of any Registered Security of any series at any Office or Agency for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered
Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 
  
 At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or
Agency for such series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to
receive. 
  

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 If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of
the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender
of the Bearer Securities to be exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. 
  
 If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in
default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in
Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and
before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the
Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 
  
 If expressly provided with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for
Bearer Securities upon such terms and conditions as may be provided with respect to such series. 
  
 Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive
Securities only if (i) the Depositary notifies the Company that it is at any time unwilling, unable or ineligible to continue as Depositary and a successor depository is not appointed by the Company within 60 days of the date the Company is so
informed in writing, (ii) the Company executes and delivers to the 

  

 23 








 
Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing
with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities, then without unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, as directed by the Depositary, and of the same series, containing
identical terms and in aggregate principal amount equal to the principal amount of, such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depositary or such other Depositary as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depositary or such other Depositary, as the case
may be (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee,
as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such
surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of the same series and continuing identical terms to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this
Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned
by the Trustee to such Depositary or the U.S. Depositary, as the case may be, or such other Depositary or U.S. Depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in
exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such
Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the
case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Person to whom interest in respect of such portion of such global Security shall be payable in accordance with the provisions of this Indenture. 
  
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the
Company evidencing the same debt and entitling the Holders thereof 

  

 24 








 
to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. 
  
 Every Registered Security presented or surrendered for registration of
transfer or for exchange, redemption or conversion shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. 
  
 No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107 not involving any transfer.

  
 Except as otherwise provided in or pursuant to this Indenture,
the Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the
same series under Section 1103 and ending at the close of business (A) if Securities of the series are issuable only as Registered Securities, on the day of the mailing of the relevant notice of redemption, and (B) if Securities of
the series are issuable as Bearer Securities, on the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the
relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same
series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any
Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 
  
 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a
Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of this Section 306, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered Security.

  
 If there be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company’s request 

  

 25 








 
the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen Coupon appertains. 
  
 Notwithstanding the foregoing provisions of this Section 306, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon; provided, however, that payment of
principal of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency for such Securities located outside the United
States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the Coupons appertaining
thereto. 
  
 Upon the issuance of any new Security under this
Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith. 
  
 Every new Security, with any Coupons appertaining
thereto issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the
destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of such series and any Coupons, if any, duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or
Coupons. 
  
 Section 307. Payment of Interest
and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved. Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which
shall be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular
Record Date for such interest. Unless otherwise provided in or pursuant to this Indenture, in case a Bearer Security is surrendered in exchange for a Registered Security after the close of business at an Office or Agency for such Security on any
Regular Record Date therefor and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date therefor, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date and
interest shall not be payable on such Interest Payment Date in respect of the Registered 

  

 26 








 
Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of
this Indenture. 
  
 Unless otherwise provided in or pursuant to
this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in Clause (1) or (2) below: 
  
 (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Registered Security and the date of
the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may,
in its discretion, in the name and at the expense of the Company cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not
be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). In case a Bearer Security
is surrendered at the Office or Agency for such Security in exchange for a Registered Security after the close of business at such Office or Agency on any Special Record Date and before the opening of business at such Office or Agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such proposed date of payment and Defaulted Interest shall not be payable on such proposed date of payment in respect of the
Registered Security issued in exchange for such Bearer Security, but shall 

  

 27 








 
be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 
  
 (2) The Company may make payment of any Defaulted Interest
in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. 
  
 At the option of the Company, interest on Registered Securities that bear interest may be paid by mailing a check to the address of the Person entitled
thereto as such address shall appear in the Security Register. 
  
 Subject to the foregoing provisions of this Section 307 and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 Section 308. Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of,
any premium and (subject to Sections 305 and 307) interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be
overdue, and neither the Company, nor the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 
  
 The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof, for the purpose of conversion and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon
shall be overdue, and neither the Company, nor the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 
  
 No holder of any beneficial interest in any global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to
such global Security, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or
the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests. 
  
 Section 309. Cancellation. All Securities and Coupons surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to 

  

 28 








 
the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be
cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be cancelled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All
cancelled Securities and Coupons held by the Trustee shall be destroyed by the Trustee, unless by a Company Order the Company directs their return to it in a timely manner. 
  
 Section 310. Computation of Interest. 
  
 Except as otherwise provided in or pursuant to this Indenture, interest on the Securities shall be computed on the basis of
a 360-day year of twelve 30-day months. 
  
 ARTICLE FOUR

  
 SATISFACTION AND DISCHARGE 
  
 Section 401. Satisfaction and Discharge of Indenture.
Upon the direction of the Company by a Company Order, this Indenture shall cease to be of further effect (except as to any surviving rights of conversion, registration of transfer or exchange of Securities herein expressly provided for and any right
to receive Additional Amounts), and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
  
 (1) either 
  
 (A) all Securities theretofore authenticated and delivered
and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) Coupons appertaining to Securities called for redemption and maturing after
the relevant Redemption Date whose surrender has been waived as provided in Section 1107, and (iv) Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 
  
 (B) all Securities and, in the case of or (ii) below, any Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation 
  
 (i) have become due and
payable, or 
  
 (ii) will become due and payable
at their Stated Maturity within one year, or 
  

 29 








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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose,
money and/or Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms, without consideration of any reinstatement thereof, will provide not later than the opening of business on the
due dates of any payment of principal and any premium, interest and Additional Amounts with respect thereto, or a combination thereof, money in an amount sufficient to pay and discharge the entire indebtedness on such Securities and Coupons not
theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Securities and any Coupons appertaining thereto, to the date of such deposit (in the case
of Securities which have become due and payable) or to the Maturity thereof, as the case may be; 
  
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
  
 (3) the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
  
 In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met.
In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of each such instrument from all Trustees hereunder. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 605, the obligations of the Trustee to any Authenticating Agent under Section 610 and, if money and/or Government Obligations shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 403 and the last paragraph of Section 1003 shall survive. 
  
 In the event that, subsequent to the date a discharge is effected pursuant to this Section 401, Additional Amounts in excess of those established as
of the date such discharge is effected become payable in respect of any Securities, in order to preserve the benefits of the discharge established hereunder, the Company shall deposit or cause to be deposited in accordance with provisions of this
Section 401, within ten business days prior to the earlier to occur of (i) one year after the existence of such excess Additional Amounts is established and (ii) the date the first payment in respect of any portion of such excess
Additional Amounts becomes due, such additional funds as are necessary to satisfy the provisions of this Section 401 as if a discharge were being effected as of the date of such subsequent deposit. For purposes of this paragraph, the existence
of excess Additional Amounts shall be deemed to have been established as of the 

  

 30 








 
date the governmental authority imposing the tax, assessment or other governmental charge resulting in the Additional Amounts first publishes the
legislation, regulation or other enactment adopting such tax, assessment or other governmental charge. Failure to comply with the requirements of this paragraph shall result in the termination of the benefits of the discharge established by this
Section 401. 
  
 Section 402.
Satisfaction, Discharge and Defeasance of Securities of any Series. If provision is made in or pursuant to this Indenture for defeasance of Securities of any series and any Coupons appertaining thereto pursuant to this Section 402, the
Company may at any time elect to have this Section 402 be applied to the outstanding Securities and the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of such series and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when 
  
 (1) no Event of Default has occurred and is continuing, or would occur upon the giving of notice or the lapse of time at the time such
satisfaction and discharge is being effected; 
  
 (2) with respect to all Outstanding Securities of such series and any Coupons appertaining thereto, either 
  
 (A) the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds and/or obligations in trust for such
purpose, money and/or Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms, without consideration of any reinvestment thereof, will provide not later than the opening of
business on the due dates of any payment of principal and any premium, interest and Additional Amounts with respect thereto, or a combination thereof, money in an amount sufficient to pay and discharge the entire indebtedness on all Outstanding
Securities of such series and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and any Additional Amounts with respect to such Securities and any
Coupons appertaining thereto to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof, as the case may be, as contemplated by the penultimate paragraph of this Section 402; or

  
 (B) the Company has properly fulfilled such
other means of satisfaction and discharge as is provided in or pursuant to this Indenture for the Securities of such series; and 
  
 (3) the Company has paid or caused to be paid all other sums payable hereunder with respect to the Outstanding Securities of such series
and any Coupons appertaining thereto; and 
  
 (4)
the Company has delivered to the Trustee a certificate signed by Independent Public Accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (A)(i) or (ii) of this Section for payment of the principal of,
any premium and interest on and any Additional Amounts with respect to such Securities and 

  

 31 








 
any Coupons appertaining thereto on the dates such payments are due, an Officers’ Certificate and an Opinion of Counsel, each such Certificate and
Opinion stating that no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and all conditions precedent herein provided for relating to the
satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series and any Coupons appertaining thereto shall have been complied with; and 
  
 (5) the Company has delivered to the Trustee 
  
 (A) an opinion of independent counsel that the Holders of the Securities of such series and any Coupons
appertaining thereto shall have no federal income tax consequences as a result of such deposit and termination; and 
  
 (B) if the Securities of such series are then listed on the New York Stock Exchange, an opinion of independent counsel that the
Securities of such series shall not be delisted as a result of the exercise of this option. 
  
 Any deposits with the Trustee referred to in subsection (1)(A) of this Section shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the
Trustee. If any Outstanding Securities of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement or otherwise, the Company
shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. 
  
 Upon the satisfaction of the conditions set forth in this Section 402 with respect to all the Outstanding Securities of
any series and any Coupons appertaining thereto, the terms and conditions of such series (including the terms and conditions with respect thereto set forth in this Indenture, other than the provisions of Sections 305, 306, and 1002 and other than
the right of Holders of Securities of such series and any Coupons appertaining thereto to receive, from the trust fund described in this Section, payment of the principal of, any premium or the interest on, or any Additional Amounts with respect to
such Securities and any Coupons appertaining thereto when such payments shall be due) and the rights, powers, duties and immunities of the Trustee hereunder with respect to the Securities of such series shall no longer be binding upon, or applicable
to, the Company; provided that the Company shall not be discharged from any payment obligations in respect of Securities of such series or any Coupons appertaining thereto which are deemed not to be Outstanding under clause (iii) of the
definition of Outstanding if such obligations continue to be valid obligations of the Company under applicable law. 
  
 In the event that, subsequent to the date a defeasance is effected pursuant to this Section 402 with respect to Securities of any series, Additional
Amounts in excess of those established as of the date such defeasance is effected become payable in respect of such Securities, in order to preserve the benefits of the defeasance established hereunder with respect to such series, the Company shall
deposit or cause to be deposited in accordance with the provisions of this Section 402, within ten business days prior to the earlier to occur of (i) one year after the existence of such excess Additional Amounts is established and
(ii) the date the first payment in respect of 

  

 32 








 
any portion of such excess Additional Amounts becomes due, such additional funds as are necessary to satisfy the provisions of this Section 402 as if a
defeasance were being effected as of the date of such subsequent deposit. For purposes of this paragraph, the existence of excess Additional Amounts shall be deemed to have been established as of the date the governmental authority imposing the tax,
assessment or other governmental charge resulting in the Additional Amounts first publishes the legislation, regulation or other enactment adopting such tax, assessment or other governmental charge. Failure to comply with the requirements of this
paragraph shall result in the termination of the benefits of the defeasance established by this Section 402 with respect to the Securities of such series. 
  

Section 403. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money and
Government Obligations deposited with the Trustee pursuant to Section 401 or 402 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, interest and Additional Amounts for whose payment such money has or Government
Obligations have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from other funds except to the extent required by law. 
  
 ARTICLE FIVE 
  
 REMEDIES 
  
 Section 501. Events of Default. “Event of Default”, wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body): 
  
 (1)
default in the payment of any interest on or any Additional Amounts payable in respect of any Security of such series when such interest becomes or such Additional Amounts become due and payable, and continuance of such default for a period of 30
days; or 
  
 (2) default in the payment of the
principal of and any premium on any Security of such series when it becomes due and payable at its Maturity; or 
  
 (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of such series; or 
  
 (4) default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture or the Securities (other than a covenant or warranty a default in the performance or the breach of which is elsewhere in this Section specifically dealt with or which has been expressly included in this
Indenture solely for the benefit of a series of Securities other than such series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the 

  

 33 








 
Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series a
written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
  

(5) the entry by a court having competent jurisdiction of: 
  

	 	(a)	a decree or order for relief in respect of the Company or any Major Depository Institution Subsidiary in an involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 

  

	 	(b)	a decree or order adjudging the Company or any Major Depository Institution Subsidiary to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or
composition of the Company or any Major Depository Institution Subsidiary and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 

  

	 	(c)	a final and non-appealable order appointing a custodian, receiver, liquidator, assignee, trustee or other similar official of the Company or any Major Depository Institution
Subsidiary or of any substantial part of the property of the Company or any Major Depository Institution Subsidiary, as the case may be, or ordering the winding up or liquidation of the affairs of the Company or any Major Depository Institution
Subsidiary; or 

  
 (6) the
commencement by the Company or any Major Depository Institution Subsidiary of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or
the consent by the Company or any Major Depository Institution Subsidiary to the entry of a decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any insolvency proceedings against it, or the filing by the Company or any Major Depository Institution Subsidiary of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent by the
Company or any Major Depository Institution Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company or any Major Depository
Institution Subsidiary or any substantial part of the property of the Company or any Major Depository Institution Subsidiary or the making by the Company or any Major Depository Institution Subsidiary of an assignment for the benefit of creditors,
or the taking of corporate action by the Company or any Major Depository Institution Subsidiary in furtherance of any such action; or 
  

 34 








 (7) any other Event of Default provided in or pursuant to this Indenture with respect to
Securities of such series. 
  
 If a default occurs hereunder with
respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
  
 Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default specified in Section 501(5) or 501(6)
with respect to Securities of any series at the time Outstanding occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the principal of all the
Securities of such series, or such lesser amount as may be provided for in the Securities of such series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or such lesser amount shall become immediately due and payable. 
  
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter
in this Article provided, the Majority Holders of such a series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 
  
 (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay 
  
 (A) all overdue installments of any interest on and any
Additional Amounts with respect to all Securities of such series and any Coupon appertaining thereto, 
  
 (B) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, 
  
 (C) to the extent that payment of such interest is lawful, interest upon overdue installments of any interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
  
 (2) all Events of Default with respect to Securities of such
series, other than the non-payment of the principal of, any premium and interest on, and any Additional Amounts 

  

 35 








 
with respect to Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided
in Section 513. 
  
 No such rescission shall affect any subsequent default or
impair any right consequent thereon. 
  
 Section
503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: 
  
 (1) default is made in the payment of any installment of interest on or any Additional Amounts with respect to any Security or any Coupon
appertaining thereto when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or 
  
 (2) default is made in the payment of the principal of or any premium on any Security at its Maturity, 
  
 the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities and any Coupons appertaining thereto, the whole amount of money then due and payable with respect to such Securities and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the
extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of
money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and any Coupons appertaining thereto and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such Securities and any Coupons appertaining thereto, wherever situated. 
  
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy. 
  
 Section 504. Trustee May File Proofs of Claim. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the
Company or such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein 

  

 36 








 
expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue
principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
  
 (i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of the
principal and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto and to file such other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities or any Coupons allowed in such judicial proceeding, and 
  
 (ii) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; 
  
 and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities or any Coupons to make such payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders of Securities or any Coupons, 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 605. 
  
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or any Coupon any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or Coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or any Coupon in any such proceeding. 
  
 Section 505. Trustee May Enforce Claims without
Possession of Securities or Coupons. All rights of action and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or Coupons or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security or Coupon in respect of which such judgment has been recovered. 
  
 Section 506. Application of Money Collected. Subject
to the provisions of Article Sixteen, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of
principal, or any premium, interest or Additional Amounts, upon presentation of the Securities or Coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

  
 FIRST: To the payment of all amounts due the
Trustee and any predecessor Trustee under Section 605; 
  

 37 








 SECOND: To the payment of the amounts then due and unpaid upon the Securities and any
Coupons for principal and any premium, interest and Additional Amounts in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and
payable on such Securities and Coupons for principal and any premium, interest and Additional Amounts, respectively; 
  
 THIRD: The balance, if any, to the Person or Persons entitled thereto. 
  
 Section 507. Limitations on Suits. No Holder of any Security of any series or any Coupons
appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
  
 (1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of such series; 
  
 (2) the Holders of not less than 25% of the aggregate principal amount of the Outstanding Securities of such series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
  
 (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request; 
  
 (4) the Trustee
within 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
  
 (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Majority Holders;

  
 it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 
  
 Section 508. Unconditional Right of Holders to Receive
Principal and any Premium, Interest and Additional Amounts and to Convert any Convertible Security. Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject to Sections 305 and 307) interest on, and any Additional Amounts with respect to such Security or payment of such Coupon, as the case may be, on the respective Stated
Maturity or Maturities therefor specified in such Security or Coupon (or, in the case of 

  

 38 








 
redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this Indenture, on the date such
repayment is due) and to institute suit for the enforcement of any such payment, and shall have the right to convert any such Security which is a Convertible Security in accordance with the terms hereof and thereof and to institute suit for
enforcement of such right; and such rights shall not be impaired without the consent of such Holder. 
  
 Section 509. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security or a Coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the
Trustee and each such Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall
continue as though no such proceeding had been instituted. 
  
 Section 510. Rights and Remedies. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, shall be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
  
 Section 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to any Holder of a Security or a Coupon may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. 
  
 Section 512. Control by Holders of Securities. The Majority Holders of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series and any Coupons appertaining thereto, provided that 

 
 (1) such direction shall not be in conflict with any rule
of law or with this Indenture or with the Securities of any series, 
  
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 
  
 (3) such direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action.

  

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 Section 513. Waiver of Past Defaults. The Majority Holders of any series on behalf
of the Holders of all the Securities of such series and any Coupons appertaining thereto may waive any past default hereunder with respect to such series and its consequences, except a default 
  
 (1) in the payment of the principal of, any premium or
interest on, or any Additional Amounts with respect to any Security of such series or any Coupons appertaining thereto, or 
  
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. 
  
 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon. 
  
 Section 514. Waiver of Stay or Extension Laws. The Company covenants that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company expressly waives (to the extent that it may lawfully do so) all benefit or
advantage of any such law and covenant that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

  
 ARTICLE SIX 
  
 THE TRUSTEE 
  
 Section 601. Certain Rights of Trustee. Subject to Sections 315(a) through 315(d) of the Trust
Indenture Act: 
  

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

  

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

  

 40 









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

  

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

  

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

  

	 	(f)	the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney; and 

  

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

  
 Section 602. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except
the Trustee’s certificate of authentication, and in any Coupons shall be taken as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or the Coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof. 
  

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 Section 603. May Hold Securities. The Trustee, any Authenticating Agent, any
Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of
the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person. 
  
 Section 604. Money Held in Trust. Except as provided
in Section 403 and Section 1003, money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed with the Company. 
  
 Section 605. Compensation and Reimbursement. 
  
 The Company agrees: 
  
 (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee
hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
  
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as
may be attributable to the Trustee’s negligence, willful misconduct or bad faith; and 
  
 (3) to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or expense incurred without
negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection with
the exercise or performance of any of their powers or duties hereunder. 
  
 As security for the performance of the obligations of the Company under this Section 605, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such (and not
subordinated in right of payment to the prior payment in full of the Senior Indebtedness), except funds held in trust for the payment of principal of, and premium or interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto. 
  
 Section 606.
Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder that is a Corporation permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time the Trustee shall cease to be eligible in accordance with the 

  

 42 








 
provisions of this Section 606, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  
 Section 607. Resignation and Removal; Appointment of
Successor. 
  

	 	(a)	No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 608. 

  

	 	(b)	The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a
successor Trustee required by Section 608 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to such series. 

  

	 	(c)	The Trustee may be removed at any time with respect to the Securities of any series by Act of the Majority Holders of such series, delivered to the Trustee and the Company.


  

	 	(d)	If at any time: 

  
 (1) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with
respect to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under
Section 606 and shall fail to resign after written request therefor by the Company or any such Holder, or 
  
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
  
 then, in any such case, (i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or
the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. 
  

	 	(e)	 If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor 



  

 43 









	 	 
Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 608. If, within
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Majority Holders of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 608, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 608, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 


  

	 	(f)	The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with
respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and,
if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate Trust Office. 

  
 Section 608. Acceptance of Appointment by Successor. 
  

	 	(a)	 Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, 



  

 44 









	 	 
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 605. 


  

	 	(b)	Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor
Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any
other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or
those series to which the appointment of such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 

  

 45 









	 	(c)	Upon request of any Person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 608, as the case may be. 

  

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

  
 Section 609.
Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
  
 Section 610. Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the
Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer or partial
redemption or conversion thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. 
  
 Each Authenticating Agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation
that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 610, it shall
resign immediately in the manner and with the effect specified in this Section 610. 
  
 Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any Corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be


  

 46 








 
otherwise eligible under this Section 610, without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent. 
  
 An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall
be acceptable to the Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve,
as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 610. 
  
 The Trustee agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section 610 and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 605. 
  
 The provisions of Sections 308, 602 and 603 shall be applicable to each Authenticating Agent. 
  
 If an Authenticating Agent is appointed with respect to one or more series of
Securities pursuant to this Section 610, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

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

									
	 	 	 	 	 ___________________, As Trustee

				
	 By
	 	 	 	 	 	As Authenticating Agent
				
	 By
	 	 	 	 	 	Authorized Signatory
	 	 	 	 	 	 	 	 	 

  
 If all of the
Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of
such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need 

  

 47 








 
not be accompanied by or contained in an Officers’ Certificate by the Company), shall appoint in accordance with this Section 610 an Authenticating
Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. 
  
 ARTICLE SEVEN 
  
 HOLDER’S LISTS AND REPORTS BY TRUSTEE, AND COMPANY 
  
 Section 701. Company to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee

  

	 	(a)	semi-annually with respect to Securities of each series on June 30 and December 31 of each year or upon such other dates as are set forth in or pursuant to the Board
Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date, and 

  

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

  
 provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished. 
  
 Section 702. Preservation of Information; Communications to Holders. The Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act. Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security
Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 
  
 Section 703. Reports by Trustee. (a) Within 60
days after September 15 of each year commencing with the first September 15 following the first issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit,
pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such September 15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately
preceding September 15 and the date of this Indenture. 
  

	 	(b)	The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein. 

  

 48 









	 	(c)	Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act. 


 
 Section 704. Reports by Company. 
  
 The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall: 
  
 (1) file with the Trustee, within 15
days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in
such rules and regulations; 
  
 (2) file with the
Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company, as the case may be, with the
conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
  
 (3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section 704 as may be required by rules and regulations prescribed from
time to time by the Commission. 
  
 ARTICLE EIGHT 
  
 CONSOLIDATION, MERGER AND SALES 
  
 Section 801. Company May Consolidate, Etc., Only on
Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person or Persons (whether or not affiliated with the Company), or successive
consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of the property of the Company as an entirety or substantially as an entirety, to any other
Person (whether or not affiliated with the Company); provided, however, that: 
  
 (1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any 

  

 49 








 
Person, the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a Corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an
indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, any
premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every other covenant of this Indenture on the part of the Company to be performed or observed; 
  
 (2) immediately after giving effect to such transaction, no
event which, after notice or lapse of time, would become an Event of Default, shall have occurred and be continuing; 
  
 (3) either the Company or the successor Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

  
 Section 802. Successor Person Substituted
for Company. Upon any consolidation or merger or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein; and thereafter, except in the case of a lease to another Person, the predecessor Person shall be released from all obligations and covenants under this Indenture, the Securities and the
Coupons. 
  
 ARTICLE NINE 
  
 SUPPLEMENTAL INDENTURES 
  
 Section 901. Supplemental Indentures without Consent of
Holders. Without the consent of any Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or 
  

 50 








 (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or 
  
 (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Registered Securities to be exchanged for Bearer
Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect; or 
  
 (4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 201 and 301;
or 
  
 (5) to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 608; or 
  
 (6) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material
respect; or 
  
 (7) to add to, delete from or
revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or 
  
 (8) to add any additional Events of Default with respect to all or any series of Securities (as shall be
specified in such supplemental indenture); or 
  
 (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four; provided that any such action shall
not adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material respect; or 
  
 (10) to secure the Securities pursuant to Section 1006 or otherwise; 
  
 (11) to amend or supplement any provision contained herein
or in any supplemental indenture, provided that no such amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding; or 
  

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 (12) to make provision with respect to the conversion rights of Holders of Convertible
Securities pursuant to the requirements of Section 1706. 
  
 Section 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than 66-2/3% in principal amount of the Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Company’s Board Resolution), and the Trustee may enter into an Indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that
no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall 
  
 (1) change the Stated Maturity of the principal of, or any premium or installment of interest on or any Additional Amounts with respect
to, any Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay
Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect the right of repayment at the option of any Holder as contemplated by
Article Thirteen, or change the Place of Payment, Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for repayment), or 
  
 (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting, 
  
 (3) modify the provisions of this Indenture with respect to the subordination of the Securities in a manner adverse to the Holders,

  
 (4) modify any of the provisions of this
Section 902, or Section 513 or Section 1008, except to increase any percentage in principal amount of Outstanding Securities of any series the consent of whose Holders is required for a supplemental indenture or waiver, or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or 
  


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 (5) adversely affect the right to convert any Convertible Security. 
  
 A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 It shall not be necessary for any Act of Holders of Securities under this Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 Section 903. Execution of Supplemental Indentures. As a condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Article Six hereof) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise. 
  
 Section 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered hereunder and of any Coupon appertaining thereto shall be bound thereby. 
  
 Section 905. Reference in Securities to Supplemental
Indentures. 
  
 Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series. 
  
 Section 906. Subordination Unimpaired. No supplemental indenture entered into under this Article shall modify, directly or indirectly, the provisions of Article Sixteen or the definition of Senior Indebtedness
in Section 101 in any manner that might alter or impair the subordination of the Securities with respect to Senior Indebtedness then outstanding, unless each holder of such Senior Indebtedness has consented thereto in writing. 
  

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 Section 907. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act. 
  
 ARTICLE TEN 
  
 COVENANTS 
  
 Section 1001. Payment of
Principal and any Premium, Interest and Additional Amounts. The Company covenants and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities of such series in accordance with the terms thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer Security on or before the Maturity thereof, and any
Additional Amounts payable with respect to such interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto for such interest as they severally mature. 
  
 Section 1002. Maintenance of Office or Agency. The
Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the
United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange or, if applicable, conversion, and where notices and demands to or upon the Company in respect of
the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a
Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series
are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in the required city located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such
required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and demands. 
  
 Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United
States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts with respect to 

  

 54 








 
any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in The City of New York, if (but
only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded
by exchange controls or other similar restrictions. 
  
 The
Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company 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. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for
each series The City of New York, and initially appoints the Office or Agency of the Corporate Trust Office of the Trustee for such purpose. Pursuant to Section 301(9) of this Indenture, the Company may subsequently appoint a place or places in
The City of New York where such Securities may be payable. 
  
 Section 1003. Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of
the principal of, any premium or interest on or Additional Amounts with respect to any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum of money sufficient to pay the principal or
any premium, interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. 
  
 Whenever the Company shall have one or more Paying Agents for any series of
Securities, it shall, on or prior to each due date of the principal of, any premium or interest on or any Additional Amounts with respect to any Securities of such series, deposit with any Paying Agent a sum of money sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act. 
  
 The Company shall cause each Paying Agent
for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 
  
 (1) hold all sums held by it for the payment of the
principal of, any premium or interest on or any Additional Amounts with respect to Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided
in or pursuant to this Indenture; 
  
 (2) give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series;

  

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 (3) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and 
  
 (4) comply with the provisions of the Trust Indenture Act applicable to it as Paying Agent. 
  
 The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as
those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
  
 Except as otherwise provided herein or pursuant hereto, 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, any premium or interest on or any Additional Amounts with respect to any Security of any series and remaining unclaimed for two years
after such principal or any such premium or interest or any such Additional Amounts shall have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and
all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered Securities of such series, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication or mailing nor shall it be later than two years after such principal and any premium or interest or Additional Amounts shall have become due and payable, any unclaimed balance of such money then
remaining will be repaid to the Company. 
  
 Section 1004. Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or
exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made. 
  

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 Except as otherwise provided in or pursuant to this Indenture, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment
of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the
Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of or interest on the Securities of
such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities
of such series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to
pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. 
  
 The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense (including
reasonable fees and expenses) reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this
Section 1004. 
  
 Section 1005.
[RESERVED]. 
  
 Section 1006.
[RESERVED]. 
  
 Section 1007. Corporate
Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of its business and that the loss thereof is not disadvantageous in any
material respect to the Holders. 
  
 Section
1008. Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 1007 with respect to the Securities of any series if before the time for such
compliance the Majority Holders of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect. 
  

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 Section 1009. Company Statement as to Compliance; Notice of Certain Defaults.
(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officers’ Certificate) signed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company, stating that 
  
 (1) a review of the activities of the Company during such year and of its performance under this Indenture has been made under his or her
supervision, and 
  
 (2) to the best of his or
her knowledge, based on such review, (a) the Company has complied with all the conditions and covenants imposed on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or
covenant, specifying each such default known to him or her and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an
event has occurred and is continuing, specifying each such event known to him and the nature and status thereof. 
  
 (b) The Company shall deliver to the Trustee, within five days after the occurrence thereof, written notice of any event which after
notice or lapse of time or both would become an Event of Default pursuant to clause (4) of Section 501. 
  
 ARTICLE ELEVEN 
  
 REDEMPTION OF SECURITIES 
  
 Section
1101. Applicability of Article; Federal Reserve Approval. Redemption of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in accordance with the terms of such
Securities and this Article. Any redemption of Securities of any series shall be subject to receipt by the Company of prior written approval of the Federal Reserve Board, if then required under applicable capital adequacy guidelines, regulations or
policies of the Federal Reserve Board. 
  
 Section 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of the
Securities of any series, with the same issue date, interest rate, Stated Maturity and other terms, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. 
  
 Section 1103. Selection by Trustee of Securities to be Redeemed. If less than all the Securities of any series with the same issue
date, interest rate, Stated Maturity and other terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the 

  

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principal amount of Registered Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount
of a Registered Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto. 
  

If any Convertible Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection. 
  
 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed. 
  
 For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or
is to be redeemed. 
  
 Section 1104. Notice of
Redemption. Notice of redemption shall be given in the manner provided in Section 106, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to the
Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall
not affect the validity of the proceedings for the redemption of any other Securities or portion thereof. 
  
 Any notice that is mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice. 
  
 All notices of
redemption shall state: 
  
 (1) the Redemption
Date, 
  
 (2) the Redemption Price, 

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

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

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 (5) that, on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after said date, 
  
 (6) the place or places where such Securities, together (in the case of Bearer Securities) with all Coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining thereto, 
  
 (7) that the redemption is for a sinking fund, if such is the case, 
  
 (8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be accompanied by all Coupons maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption Price,
unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished, 
  
 (9) if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made, 
  
 (10) the CUSIP number or the Euro-clear or the CEDEL
reference numbers of such Securities, if any (or any other numbers used by a Depositary to identify such Securities), and 
  
 (11) in the case of Convertible Securities, the Conversion Price then in effect, the date on which the right to convert the principal
amount of the Securities or the portions thereof to be redeemed will terminate and the place or places where such Securities may be surrendered for conversion. 
  

A notice of redemption published in an Authorized Newspaper as contemplated by Section 106 need not identify particular Registered Securities to
be redeemed. 
  
 Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 
  

Section 1105. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) any accrued interest on and Additional Amounts with respect thereto, all the Securities or portions thereof which are to be redeemed on that date. If any Convertible Security or portion thereof called for redemption is
converted pursuant to Article Seventeen, any money deposited with the Trustee or so segregated and held in trust for the redemption of such Security or portion thereof shall (subject to any right of the Holder of the 

  

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Security on a Regular Record Date preceding such conversion to receive interest) be paid to the Company upon Company Request or, if then held by the Company,
shall be discharged from such trust. 
  
 Section
1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest and Additional Amounts to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the United States except as otherwise provided in Section 1002), and provided, further, that installments
of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular
Record Dates therefor according to their terms and the provisions of Section 307. 
  
 If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them
and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that any interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such Security located
outside of the United States except as otherwise provided in Section 1002. 
  
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor
in the Security. 
  
 Section 1107. Securities
Redeemed in Part. Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal 

  

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amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depositary or other Depositary for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service
charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered. 
  
 Section 1108. Conversion Arrangements on Call for Redemption. Notwithstanding anything to the
contrary contained in this Indenture, in connection with any redemption of Convertible Securities of any series, the Company, by an agreement with one or more investment bankers or other purchasers, may arrange for such purchasers to purchase all
such Convertible Securities called for redemption (the “Called Securities”) which are either (i) surrendered for redemption or (ii) not duly surrendered for redemption or conversion prior to the close of business on the
Redemption Date, and to convert the same into shares of Common Stock, by the purchasers’ depositing with the Trustee (acting as Paying Agent with respect to the deposit of such amount and as conversion agent with respect to the conversion of
such Called Securities), in trust for the Holders of the Called Securities, on or prior to the Redemption Date in the manner agreed to by the Company and such purchasers, an amount sufficient to pay the Redemption Price, payable by the Company on
redemption of such Called Securities. In connection with any such arrangement for purchase and conversion, the Trustee as Paying Agent shall pay on or after the Redemption Date such amounts so deposited by the purchasers in exchange for Called
Securities surrendered for redemption prior to the close of business on the Redemption Date and for all Called Securities surrendered after such Redemption Date. 
  
 Notwithstanding anything to the contrary contained in this Article Eleven, the obligation of the Company to pay the
Redemption Price of such Called Securities shall be satisfied and discharged to the extent such amount is so paid by such purchasers, provided, however, that nothing in this Section 1108 shall in any way relieve the Company of the obligation to
pay such Redemption Price on all Called Securities to the extent such amount is not so paid by said purchasers. 
  
 For all purposes of this Indenture, any Called Securities surrendered by the Holders for redemption, and any Called Securities not duly surrendered for
redemption or conversion prior to the close of business on the Redemption Date, shall be deemed acquired by such purchasers from such Holders and surrendered by such purchasers for conversion and shall in all respects be deemed to have been
converted, all as of immediately prior to the close of business on the Redemption Date, subject to the deposit by the purchasers of the above amount as aforesaid. Nothing in this Section 1108 shall in any way limit the right of any Holder of a
Security to convert his Security pursuant to the terms of this Indenture and of such Security at any time prior to the close of business on the Redemption Date applicable thereto. 
  

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 ARTICLE TWELVE 
  
 SINKING FUNDS 
  
 Section 1201. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement
of Securities of a series, except as otherwise permitted or required by any form of Security of such series issued pursuant to this Indenture. 
  
 The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking
fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of
such series. 
  
 Section 1202. Satisfaction of
Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver Outstanding
Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in respect of which cash shall have been released to the Company), together in the case of any Bearer Securities of such series
with all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities or which have been surrendered for conversion pursuant to Article Seventeen, provided that such series of Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 1202, the principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash
payment shall be less than $100,000, the Trustee need not call Securities of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking
fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the Company. 
  
 Section 1203. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking
fund payment date for any series of Securities (unless a shorter notice shall be satisfactory to the Trustee), the Company shall deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and 

  

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crediting of Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking
fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 40 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption thereof to be given not less than 30 nor more than 40 days prior to the sinking fund payment date in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
  
 ARTICLE THIRTEEN 
  
 REPAYMENT AT THE OPTION OF HOLDERS 
  
 Section 1301. Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated
Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 1301, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an
agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by
the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. 
  
 ARTICLE FOURTEEN 
  
 SECURITIES IN FOREIGN CURRENCIES 
  
 Section 1401. Applicability of Article. Whenever this Indenture provides for (i) any action by, or the determination of any of
the rights of, Holders of Securities of any series in which not all of such Securities are denominated in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of
Security of any particular series, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such
reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine. 
  

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 ARTICLE FIFTEEN 
  

MEETINGS OF HOLDERS OF SECURITIES 
  
 Section 1501. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such
series. 
  
 Section 1502. Call, Notice and
Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place in The City of New York, or, if Securities of
such series have been issued in whole or in part as Bearer Securities, in London or in such place outside the United States as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

 

	 	(b)	In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine the time and the place in The City of New York, or, if Securities of such series are to be issued as Bearer Securities, in London for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in subsection (a) of this Section 1502. 

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

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 Section 1504. Quorum; Action. The Majority Holders of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less
than 66-2/3% in principal amount of the Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to
the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum. 
  
 Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Majority Holders of that series; provided, however, that,
except as limited by the proviso to Section 902, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 66-2/3% in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of 66-2/3% in principal amount of the Outstanding Securities of that series; and
provided, further, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series. 
  
 Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section 1504 shall be
binding on all the Holders of Securities of such series and the Coupons appertaining thereto, whether or not such Holders were present or represented at the meeting. 
  
 Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.
(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise 

  

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permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of
any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding
of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
  

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

  

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

  

	 	(d)	Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by the Majority Holders
of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 

  
 Section 1506. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy
shall be delivered to the Company, and another to the Trustee 

  

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to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated. 
  
 ARTICLE SIXTEEN

  
 SUBORDINATION 
  
 Section 1601. Securities Subordinated to Senior
Indebtedness. The Company covenants and agrees, and each Holder of Securities, by his acceptance thereof, likewise covenants and agrees, that the indebtedness evidenced by the Securities and the payment of the principal of (and premium, if any)
and interest on and any Additional Amounts payable in respect thereof is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness. 
  
 Anything in this Indenture or in the Securities of any series to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Senior Indebtedness: 
  

	 	(a)	 In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization, arrangement or other similar proceedings in connection
therewith, relative to the Company or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior
Indebtedness shall be entitled to receive payment in full of all principal, premium and interest on all Senior Indebtedness before the Holders of the Securities or any Coupons are entitled to receive any payment on account of principal, premium, if
any, interest or Additional Amounts upon the Securities, and to that end (but subject to the power of a court of competent jurisdiction to make other equitable provisions reflecting the rights conferred in the Securities upon Senior Indebtedness and
the Holders thereof with respect to the subordinated indebtedness represented by the Securities and the Holders hereof by a lawful plan of reorganization under applicable bankruptcy law) the holders of Senior Indebtedness shall be entitled to
receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Securities after giving effect
to any concurrent payment or distribution in respect of such Senior Indebtedness. For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to the same extent
as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of 



  

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


  

	 	(b)	In the event that any Security of any series is declared or otherwise becomes due and payable before its expressed maturity because of the occurrence of an Event of Default
specified in Section 501(5) or 501(6) (under circumstances when the provisions of the foregoing clause (a) or the following clause (c) shall not be applicable), the holders of Senior Indebtedness outstanding at the time such Security
so becomes due and payable because of such occurrence of an Event of Default shall, so long as such declaration has not been rescinded and annulled pursuant to Section 502, be entitled to receive payment in full of all principal of, and premium
and interest on, all such Senior Indebtedness before the Holders of the Securities of such series are entitled to receive any payment on account of principal of, premium, if any, or interest and Additional Amounts on the Securities of such series;
provided, that nothing herein shall prevent the Holders of Securities from seeking any remedy allowed at law or in equity so long as any judgment or decree obtained thereby makes provision for enforcing this clause; and 

  

	 	(c)	(1) In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace
period with respect thereto, or in the event that any event of default with respect to any Senior Indebtedness shall have occurred and be continuing permitting the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof)
to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration
shall have been rescinded or annulled, or (2) in the event any judicial proceeding shall be pending with respect to any such default in payment, or event of default, then no payment shall be made by the Company on account of principal of (or
premium, if any) or interest on the Securities of any series or on account of the purchase or other acquisition of Securities of any series. 

  

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 In case despite the foregoing provisions, any payment or distribution shall, in any such event, be paid
or delivered to any Holder of the Securities or to the Trustee for their benefit before all Senior Indebtedness shall have been paid in full, such payment or distribution shall be held in trust for and so paid and delivered to the holders of Senior
Indebtedness (or their duly authorized representatives) until all Senior Indebtedness shall have been paid in full. 
  
 The Company shall give written notice to the Trustee within five days after the occurrence of any insolvency, bankruptcy, receivership, liquidation,
reorganization, arrangement or similar proceeding of the Company within the meaning of this Section 1601. Upon any payment or distribution of assets of the Company referred to in this Article Sixteen, the Trustee, subject to the provisions of
Section 315(a) through 315(b) of the Trust Indenture Act, and the Holders of the Securities shall be entitled to rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other liquidating agent
making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Sixteen. 
  
 In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Section 1601, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section 1601, and if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
  
 Section 1602. Subrogation. Subject to the payment in full of all Senior Indebtedness to which the
indebtedness evidenced by the Securities is in the circumstances subordinated as provided in Section 1601, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until all amounts owing on the Securities shall be paid in full, and, as between the Company, its creditors other than holders of such Senior
Indebtedness, and the Holders of the Securities, no such payment or distribution made to the holders of such Senior Indebtedness by virtue of this Article which otherwise would have been made to the Holders of the Securities shall be deemed to be a
payment by the Company on account of such Senior Indebtedness, it being understood that the provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one
hand, and the holders of the Senior Indebtedness, on the other hand. 
  
 Section 1603. Provisions Solely to Define Relative Rights. The provisions of this Article Sixteen are, and are intended solely for the purpose of defining the relative rights of the holders of the Securities of
a series on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Sixteen or elsewhere in this Indenture or in 

  

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the Securities is intended to or shall (a) impair, as among the Company and its creditors other than the holders of Senior Indebtedness and the Holders
of the Securities, the obligation of the Company which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any), interest on, or any Additional Amounts with respect to, the Securities and Coupons
as and when the same shall become due and payable in accordance with their terms, or (b) affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Sixteen of the holders of Senior Indebtedness to
receive cash, property or securities of the Company otherwise payable or deliverable to the Trustee or such Holder. 
  
 Upon any payment or distribution of assets of the Company referred to in this Article Sixteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the
trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent or other Person making any payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts
pertinent thereto or to this Article Sixteen. 
  
 Section 1604. Payments on Securities Permitted if No Default. Nothing contained in this Article Sixteen or elsewhere in this Indenture, or in any of the Securities, shall affect the obligation of the Company to make, or prevent the
Company from making payment of the principal of (or premium, if any), interest or any Additional Amounts on the Securities in accordance with the provisions hereof and thereof, except as otherwise provided in this Article Sixteen. 
  
 Section 1605. Effectuation of Subordination By
Trustee. Each Holder of Securities, by his acceptance thereof, authorizes and directs the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Sixteen and appoints
the Trustee his attorney-in-fact for any and all such purposes. 
  
 Section 1606. Knowledge of Trustee. Notwithstanding the provisions of this Article Sixteen or any other provisions of this Indenture, the Trustee shall not be charged with knowledge of the existence of any
Senior Indebtedness, or any default in the payment of the principal of or the premium, if any, or interest or Additional Amounts on any Senior Indebtedness, except any Senior Indebtedness issued pursuant to an instrument to which the Trustee
hereunder is a party or pursuant to an indenture under which the Trustee hereunder is Trustee, or of any facts which would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other action by the Trustee, unless
and until the Trustee shall have received written notice thereof, before 12:00 noon on the last Business Day prior to the date on which such payment is due, from the Company, any Holder of the Securities, any paying or conversion agent of the
Company or the holder or representative of any class of Senior 

  

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Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such a holder.

  
 Section 1607. Trustee’s Relation to
Senior Indebtedness. Except as otherwise provided in the Trust Indenture Act, the Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness at the time held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Notwithstanding anything in this Indenture or in the Securities of any series, nothing in this Article Sixteen shall
apply to claims of or payment to the Trustee under or pursuant to Sections 506 and 605. 
  
 With respect to holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Sixteen, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person monies or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article Sixteen or
otherwise. 
  
 Section 1608. Rights of Holders
of Senior Indebtedness Not Impaired. No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any non-compliance by the Company with the terms, provisions or covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
  
 Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities of any series, without incurring responsibility to the Holders of the Securities of any series
and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company and any other Person. 
  
 ARTICLE SEVENTEEN 
  
 CONVERSION 
  
 Section 1701.
Conversion Privilege. Subject to and upon compliance with the provisions of this Article Seventeen and the terms of the Convertible Securities of the series 

  

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proposed to be converted, at the option of the Holder, any Convertible Security or any portion of the principal amount thereof which is $1,000 or an integral
multiple thereof, may be converted into shares of Common Stock, as said shares shall be constituted at the Date of Conversion, at the Conversion Price for such Convertible Securities of such series in effect at the Date of Conversion. 
  
 Section 1702. Manner of Exercise of Conversion
Privilege. In order to exercise the conversion privilege, the Holder of any Convertible Security to be converted shall surrender such Convertible Security to the Company at its office or agency in The City of New York, together with the
conversion notice in the form provided on the Securities (or separate written notice) duly executed, and, if so required by the Company, accompanied by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by
the Holder or by his duly authorized attorney in writing. Any Registered Convertible Security so surrendered during the period from the close of business on the Regular Record Date preceding an Interest Payment Date for such Registered Convertible
Security to the opening of business on such Interest Payment Date shall (unless any such Registered Convertible Security or the portion thereof being converted shall have been called for redemption on a Redemption Date during such period, in which
event no interest shall be payable with respect to such Registered Convertible Security or portion thereof, as the case may be, following such Redemption Date) also be accompanied by payment in New York Clearing House funds or other funds acceptable
to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Registered Convertible Security then being converted; provided, however, that no such payment need be made if there shall exist,
at the time of conversion, a default in the payment of interest on the Convertible Securities of such series. Except as provided in the immediately preceding sentence, no adjustment shall be made for interest accrued on any Convertible Security that
shall be converted or for dividends on any shares of Common Stock that shall be delivered upon the conversion of such Convertible Securities. The funds so delivered to such office or agency shall be paid to the Company on or after such Interest
Payment Date, unless the Company shall default in the payment of the interest due on such Interest Payment Date, in which event such funds shall be repaid to the Person who delivered the same. As promptly as practicable after the surrender of any
Convertible Security for conversion as aforesaid, the Company shall deliver at said office or agency to such Holder, or on his written order, a certificate or certificates for the number of full shares deliverable upon the conversion of such
Convertible Security or portion thereof and a check or cash in respect of any fraction of a share of Common Stock otherwise deliverable upon such conversion, all as provided in this Article Seventeen, together with a Convertible Security or
Convertible Securities of the same series in principal amount equal to the unconverted and unredeemed portion, if any, of the Convertible Security so converted in accordance with Section 305 hereof. Such conversion shall be deemed to have been
effected on the date on which such notice shall have been received at said office or agency and such Convertible Security shall have been surrendered as aforesaid, and the Person or Persons in whose name or names any certificate or certificates, for
shares of Common Stock shall be deliverable upon such conversion shall be deemed to have become on said date the Holder or Holders of record of the shares represented thereby, provided, however, that any such surrender on any date when the stock
transfer books of the Company shall be closed shall constitute the Person or Persons in whose name or names the certificates are to be delivered as the record Holder or Holders thereof for all purposes on the next succeeding day on 

  

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which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date of such surrender. 
  
 Section 1703. Cash Adjustment Upon Conversion. The
Company shall not be required to deliver fractions of shares of Common Stock upon conversions of Convertible Securities. If more than one Convertible Security shall be surrendered for conversion at one time by the same Holder, the number of full
shares which shall be deliverable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities so surrendered. If any fractional interest in a share of Common Stock would be deliverable upon the
conversion of any Convertible Security or Securities, the Company shall make an adjustment therefor in cash equal to the current market value of such fractional interest computed to the nearest cent either on the basis of the last reported sale
price regular way of the Common Stock on the New York Exchange (or, if not listed on the New York Exchange, then on such other exchange on which the shares of Common Stock are listed as the Company may designate) on the last Business Day prior to
the Date of Conversion or, if there shall not have been a sale on such last Business Day, on the basis of the average of the bid and asked quotations therefor on such exchange on such last Business Day or, if the Common Stock shall not then be
listed on any exchange, at the highest bid quotation in the over-the-counter market on such last Business Day as reported by the National Association of Securities Dealers through NASDAQ, its automated system for reporting quotes, or its successor
or such other generally accepted source of publicly reported bid and asked quotations as the Company may reasonably designate. 
  
 Section 1704. Conversion Price. The Conversion Price applicable to any series of Convertible Securities shall be the initial
Conversion Price set forth on the Officers’ Certificate or supplemental indenture establishing such series adjusted as provided in this Article Seventeen. 
  

Section 1705. Adjustment of Conversion Price. The Conversion Price applicable to any series of Convertible Securities shall be
adjusted from time to time as follows: 
  

	 	(a)	 In case the Company shall, at any time or from time to time while the Securities of any series are Outstanding, (i) pay a dividend on its Common Stock in
shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a larger number of shares, or (iii) combine its outstanding Common Stock into a smaller number of shares, the Conversion Price for such series in effect
immediately prior thereto shall be adjusted so that the Holder of any Security of such series thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Company which he would
have owned or have been entitled to receive after the happening of any of the events described above, had such Convertible Security of such series been converted immediately prior to the happening of such event. An adjustment made pursuant to this
subdivision (a) shall become effective, in the case of a dividend, on the payment date retroactively to immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive
such dividend, subject to the provisions of paragraph (g) of this Section 1705, 



  

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and shall become effective in the case of a subdivision or combination immediately after the opening of business on the day following the day when such
subdivision or combination, as the case may be, becomes effective. 


  

	 	(b)	In case the Company shall, at any time or from time to time while the Convertible Securities of any series are Outstanding, issue rights or warrants to all holders of its shares of
Common Stock entitling them (for a period expiring within 45 days of the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share of Common Stock (as defined
in paragraph (d) below) at such record date, the Conversion Price of any series of Convertible Securities in effect immediately prior to the issuance of such rights or warrants shall be adjusted as follows: the number of shares of Common Stock
into which $1,000 principal amount of Convertible Securities of such series was theretofore convertible shall be multiplied by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such
record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such record date plus the number of
shares which the aggregate offering price of the total number of shares so offered would purchase at such current market price; and the Conversion Price for such series of Convertible Securities shall be adjusted by dividing $1,000 by the new number
of shares into which $1,000 principal amount of Securities of such series shall be convertible as aforesaid. Such adjustment shall become effective on the date of such issuance retroactively to immediately after the opening of business on the day
following the record date for the determination of shareholders entitled to receive such rights or warrants, subject to the provisions of paragraph (g) of this Section 1705. In determining whether any rights or warrants entitle the holders
to subscribe for or purchase shares of Common Stock at less than such current market price, and in determining the aggregate offering price of such shares, there shall be taken into account any consideration received by the Company for such rights
or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors. 

  

	 	(c)	 In case the Company shall, at any time from time to time while the Convertible Securities of any series are Outstanding, distribute to all holders of shares of its
Common Stock evidences of its indebtedness or securities or assets (excluding cash dividends or cash distributions payable out of consolidated net earnings or retained earnings) or rights or warrants to subscribe for shares of Common Stock at a
price per share less than the current market price per share of Common Stock, determined in the manner set forth in paragraph (d) below, but excluding 



  

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rights or warrants referred to in paragraph (b) above, the Conversion Price for such series of Convertible Securities in effect immediately prior to
such distribution shall be adjusted by multiplying the number of shares of Common Stock into which $1,000 principal amount of Convertible Securities of such series of Convertible Securities was theretofore convertible by a fraction, of which the
numerator shall be the current market price per share of Common Stock (as defined in paragraph (d) below) on the record date for such distribution, and of which the denominator shall be such current market price per share of the Common Stock,
less the then fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the portion of such evidences of indebtedness, securities or assets or of such subscription rights or warrants so
distributed applicable to one share of Common Stock; and the Conversion Price for such series of Convertible Securities shall be adjusted by dividing $1,000 by the new number of shares into which $1,000 principal amount of Convertible Securities of
such series shall be convertible as aforesaid. Such adjustment shall become effective on the date of such distribution retroactively to immediately after the opening of business on the day following the record date for the determination of
shareholders entitled to receive such distribution, subject to the provisions of paragraph (g) of this Section 1705. For the purposes of this paragraph (c) consolidated net earnings or retained earnings shall be computed by adding
thereto all charges against retained earnings on account of dividends paid in shares of Common Stock in respect of which the Conversion Price has been adjusted, all as determined by Independent Public Accountants, whose determination shall be
conclusive. 


  

	 	(d)	For the purpose of any computation under paragraphs (b) and (c) above, the current market price per share of Common Stock at any date shall be deemed to be the average of
the market values of the shares of Common Stock for the ten consecutive Business Days immediately preceding the day in question. The market value of the Common Stock for each day shall be determined as provided in Section 1703 hereof.


  

	 	(e)	The Company may make such reductions in the Conversion Price for any series of Convertible Securities, in addition to those required by paragraphs (a), (b) and (c) of this
Section as it considers to be advisable in order that any event treated for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the recipients. 

  

	 	(f)	Except as herein otherwise provided, no adjustment in the Conversion Price for any series of Convertible Securities shall be made by reason of the issuance, in exchange for cash,
property or services, of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or carrying the right to purchase any of the foregoing. 

  

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	 	(g)	If the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive any dividend or any subscription or purchase rights or
any distribution and shall, thereafter and before the distribution to shareholders of any such dividend, subscription or purchase rights or distribution, legally abandon its plan to pay or deliver such dividend, subscription or purchase rights or
distribution, then no adjustment of the Conversion Price for any series of Convertible Securities shall be required by reason of the taking of such record. 

  

	 	(h)	No adjustment in the Conversion Price for any series of Convertible Securities shall be required unless such adjustment would require an increase or decrease of at least 1% in such
price; provided, however, that any adjustments which by reason of this paragraph (h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article Seventeen shall
be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. 

  

	 	(i)	Whenever the Conversion Price for any series of Convertible Securities is adjusted as herein provided, the Company shall (i) forthwith place on file at the Principal Office of
the Trustee an Officers’ Certificate showing in detail the facts requiring such adjustment and the Conversion Price after such adjustment and shall exhibit the same from time to time to any Holder of Convertible Securities of such series
desiring an inspection thereof, and (ii) cause a notice stating that such adjustment has been effected and the adjusted Conversion Price to be mailed to the Holders of Registered Convertible Securities of such series at their last addresses as
they shall appear on the Security Register. 

  

	 	(j)	The Company may delete, modify or vary any of the provisions applicable to conversion of the Convertible Securities of any series, or may add new provisions applicable thereto, all
as may be contained in the Board Resolutions and Officers’ Certificate or supplemental indenture establishing such series. 

  
 Section 1706. Effect of Reclassifications, Consolidations, Mergers or Sales on Conversion Privilege. In case of any
reclassification or change of outstanding shares of the class of Common Stock issuable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any merger or consolidation of the Company with one or more other corporations (other than a merger or consolidation in which the Company is the continuing corporation and which does not result
in any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Securities), or in case of the merger of the Company into another corporation, or in case of any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety, the Holders of Convertible Securities of each series then Outstanding shall have the right to convert 

  

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such Convertible Securities into the kind and amount of shares of capital stock or other securities and property, including cash, receivable upon such
reclassifications change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock into which such Convertible Securities might have been converted immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. In any such case the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee one or more supplemental indentures (which shall conform to the Trust Indenture
Act of 1939 as in force at the date of the execution of such supplemental indenture) containing provisions to the effect set forth above in this Section 1707 and providing further for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article Seventeen; and any such adjustment which shall be approved by the Board of Directors and set forth in such supplemental indenture or supplemental indentures shall be conclusive for all
purposes of this Section, and the Trustee shall not be under any responsibility to determine the correctness of any provision contained in such supplemental indenture or supplemental indentures relating to either the kind or amount of shares of
stock or securities or property receivable by Holders of Securities of any series upon the conversion of their Convertible Securities after any such reclassification, change, consolidation, merger, sale or conveyance. 
  
 The above provisions of this Section 1707 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, sales and conveyances. 
  
 Section 1707. Taxes on Conversions. The issue of stock certificates on conversions of Convertible Securities shall be made without
charge to the converting Holder of Convertible Securities for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of
shares in any name other than that of the Holder of any Registered Convertible Security converted, and the Company shall not be required to issue or deliver any such stock certificate unless and until the Person or Persons requesting the issue
thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 
  
 Section 1708. Company to Reserve Common Stock. The Company shall at all times reserve and keep available out of the aggregate of
its authorized but unissued shares or its issued shares held in its treasury, or both, for the purpose of effecting the conversion of the Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all Outstanding Securities. 
  
 If any
shares of Common Stock reserved or to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly delivered
upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure registration or approval, as the case may be. 
  
 The Company covenants that all shares of Common Stock which may be delivered upon conversion of Convertible Securities shall
upon delivery be fully paid and nonassessable by the Company and free from all taxes, liens and charges with respect to the issue or delivery thereof. 
  

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 Section 1709. Disclaimer by Trustee of Responsibility for Certain Matters. Neither
the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Convertible Securities of any series to determine whether any facts exist which may require any adjustment of the Conversion Price for such
series, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, subject, however, to the provisions of
Sections 315(a) through 315(b) of the Trust Indenture Act. Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or
property which may at any time be issued or delivered upon the conversion of any Convertible Security; and neither of them makes any representation with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any
failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or, subject to
Sections 315(a) through 315(b) of the Trust Indenture Act, to comply with any of the covenants of the Company contained in this Article Seventeen. 
  
 Section 1710. Company to Give Notice of Certain Events. 
  
 In the event 
  
 (A) that the Company shall pay any dividend or make any distribution to the holders of shares of Common Stock otherwise than in cash
charged against consolidated net earnings or retained earnings of the Company and its consolidated subsidiaries or in Common Stock; or 
  
 (B) that the Company shall offer for subscription or purchase, pro rata, to the holders of shares of Common Stock any additional shares of
stock of any class or any securities convertible into or exchangeable for stock of any class; or 
  
 (C) of any reclassification or change of outstanding shares of the class of Common Stock issuable upon the conversion of the Securities
(other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or of any merger or consolidation of the Company with, or merger of the Company into, another
corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result in reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Securities), or of any
sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety; 
  
 then, and in any one or more of such events, the Company will give to the Trustee and each conversion agent written notice thereof at least fifteen days prior to
(i) the record date fixed with respect to any of the events specified in (A) and (B) above, and (ii) the effective date of any of the events specified in (C) above; and shall mail in the case of Registered Securities,
promptly a copy of such notice to the Holders thereof at their last addresses as they shall appear upon the Security Register or, in the case of Bearer Securities, cause such notice to be published in an Authorized Newspaper. 
  

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 Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. 
  
 ARTICLE EIGHTEEN 
  
 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 
  
 Section 1801. Indenture and Securities Solely Corporate Obligations. No recourse for the payment of the principal of or premium, if
any, or interest or Additional Amounts on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental
indenture or, in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. 
  
 *    *    *    *    * 
  

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 This instrument may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed, all as
of the day and year first above written. 
  

									
	[SEAL]	 	 	 	 Capital One Financial

	 Corporation
	 	 	 	 Attest:

			
	 	 	 	 	 
				
	 [SEAL]
	 	 	 	 By    
	 	 
	 	 	 	 	 Name:
	 	 
	 	 	 	 	 Title:
	 	 
			
	 [SEAL]
	 	 	 	 
	 	 	 	 	 as Trustee

	 	 	 	 	 Attest:

			
	 	 	 	 	 
				
	 	 	 	 	 By    
	 	 
	 	 	 	 	 Name:
	 	 
	 	 	 	 	 Title:
	 	 

  

 81 









			
	STATE OF                             	 	 )

	  	 	 )        ss.:

	COUNTY OF                             	 	 )


  
 On the
             day of
                                , 1996, before me personally came
                    , to me known, who, being by me duly sworn, did depose and say that he is a
                         of Capital One Financial Corporation, a Delaware corporation, one of the persons described in and
who executed the foregoing instrument; that he knows the seal of said Corporation; that the seal affixed to said instrument is such Corporation’s seal; that it was so affixed by authority of the Board of Directors of said Corporation; and that
he signed his name thereto by like authority. 
  

	
	
	 
	 Notary Public



  
 [NOTARIAL SEAL] 
  

 82 









			
	STATE OF                             	 	 )

	  	 	 )        ss.:

	COUNTY OF                             	 	 )


  
 On the
             day of                         , 1996,
before me personally came                         , to me known, who, being by me duly sworn, did depose and say that he
is a                      of
                                        
                    , a national banking association organized and existing under the laws of the United States, one of the persons described in
and who executed the foregoing instrument; that he knows the seal of said Corporation; that the seal affixed to said instrument is such Corporation’s seal; that it was so affixed by authority of the Board of Directors of said Corporation; and
that he signed his name thereto by like authority. 
  

	
	
	 
	 Notary Public



  
 [NOTARIAL SEAL] 
  

 83