Exhibit 4.2


 


 


 


 


 


 


 


ENERGY CONVERSION DEVICES, INC.


 


TO


 


_________________________________



 


AS TRUSTEE


 


INDENTURE


 


DATED AS OF __________, 200_


 


 


 


 


 


SUBORDINATED DEBT SECURITIES


 









 


	

ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	
1


	

 

	
 


	
SECTION 1.1 DEFINITIONS

	
1


	

 

	
 


	
SECTION 1.2 COMPLIANCE CERTIFICATES AND OPINIONS

	
9


	

 

	
 


	
SECTION 1.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE

	
9


	

 

	
 


	
SECTION 1.4 ACTS OF HOLDERS; RECORD DATES

	
10


	

 

	
 


	
SECTION 1.5 NOTICES, ETC., TO TRUSTEE AND COMPANY 

	
12


	

 

	
 


	
SECTION 1.6 NOTICE TO HOLDERS; WAIVER

	
12


	

 

	
 


	
SECTION 1.7 CONFLICT WITH TRUST INDENTURE ACT

	
12


	

 

	
 


	
SECTION 1.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS

	
12


	

 

	
 


	
SECTION 1.9 SUCCESSORS AND ASSIGNS

	
13


	

 

	
 


	
SECTION 1.10 SEPARABILITY CLAUSE

	
13


	

 

	
 


	
SECTION 1.11 BENEFITS OF INDENTURE

	
13


	

 

	
 


	
SECTION 1.12 GOVERNING LAW

	
13


	

 

	
 


	
SECTOPM 1.13 LEGAL HOLIDAYS

	
13


	

 

	
 


	
SECTION 1.14 INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS

	
13


	

 

	
 


	
SECTION 1.15 INDENTURE MAY BE EXECUTED IN COUNTERPARTS

	
14


	

 

	
 


	

ARTICLE 2 SECURITY FORMS

	
14


	

 

	
 


	
SECTION 2.1 FORMS GENERALLY

	
14


	

 

	
 


	
SECTION 2.2 FORM OF FACE OF SECURITY

	
14


	

 

	
 


	
SECTION 2.3 FORM OF REVERSE OF SECURITY

	
16


	

 

	
 


	
SECTION 2.4 FORM OF LEGEND FOR GLOBAL SECURITIES

	
20


	

 

	
 


	
SECTION 2.5 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

	
21


	

 

	
 


	
SECTION 2.6 FORM OF CONVERSION NOTICE

	
21


	

 

	
 


	

ARTICLE 3 THE SECURITIES

	
22


	

 

	
 


	

 

	
 


	

 

	
 


	
i

	
 


	

 

	
 


	

 

	
 












	
SECTION 3.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES

	
22


	

 

	
 


	
SECTION 3.2 DENOMINATIONS

	
25


	

 

	
 


	
SECTION 3.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING

	
25


	

 

	
 


	
SECTION 3.4 TEMPORARY SECURITIES

	
27


	

 

	
 


	
SECTION 3.5 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE

	
27


	

 

	
 


	
SECTION 3.6 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES

	
29


	

 

	
 


	
SECTION 3.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

	
30


	

 

	
 


	
SECTION 3.8 PERSONS DEEMED OWNERS

	
31


	

 

	
 


	
SECTION 3.9 CANCELLATION

	
31


	

 

	
 


	
SECTION 3.10 COMPUTATION OF INTEREST

	
31


	

 

	
 


	

ARTICLE 4 SATISFACTION AND DISCHARGE

	
32


	

 

	
 


	
SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE

	
32


	

 

	
 


	
SECTION 4.2 APPLICATION OF TRUST MONEY

	
33


	

 

	
 


	

ARTICLE 5 REMEDIES

	
33


	

 

	
 


	
SECTION 5.1 EVENTS OF DEFAULT

	
33


	

 

	
 


	
SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

	
34


	

 

	
 


	
SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

	
35


	

 

	
 


	
SECTION 5.4 TRUSTEE MAY FILE PROOFS OF CLAIM

	
36


	

 

	
 


	
SECTION 5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES

	
36


	

 

	
 


	
SECTION 5.6 APPLICATION OF MONEY COLLECTED

	
36


	

 

	
 


	
SECTION 5.7 LIMITATION ON SUITS

	
37


	

 

	
 


	

 

	
 


	

 

	
 


	
ii

	
 


	

 

	
 


	

 

	
 












	
SECTION 5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE

          PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT

	

37


	

 

	
 


	
SECTION 5.9 RESTORATION OF RIGHTS AND REMEDIES

	
38


	

 

	
 


	
SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE

	
38


	

 

	
 


	
SECTION 5.11 DELAY OR OMISSION NOT WAIVER

	
38


	

 

	
 


	
SECTION 5.12 CONTROL BY HOLDERS

	
38


	

 

	
 


	
SECTION 5.13 WAIVER OF PAST DEFAULTS

	
39


	

 

	
 


	
SECTION 5.14 UNDERTAKING FOR COSTS

	
39


	

 

	
 


	
SECTION 5.15 WAIVER OF USURY, STAY OR EXTENSION LAWS

	
39


	

 

	
 


	

ARTICLE 6 THE TRUSTEE

	
40


	

 

	
 


	
SECTION 6.1 CERTAIN DUTIES AND RESPONSIBILITIES

	
40


	

 

	
 


	
SECTION 6.2 NOTICE OF DEFAULTS

	
40


	

 

	
 


	
SECTION 6.3 CERTAIN RIGHTS OF TRUSTEE

	
40


	

 

	
 


	
SECTION 6.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES

	
41


	

 

	
 


	
SECTION 6.5 MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES

	
42


	

 

	
 


	
SECTION 6.6 MONEY HELD IN TRUST

	
42


	

 

	
 


	
SECTION 6.7 COMPENSATION AND REIMBURSEMENT

	
42


	

 

	
 


	
SECTION 6.8 CONFLICTING INTERESTS

	
43


	

 

	
 


	
SECTION 6.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

	
43


	

 

	
 


	
SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

	
43


	

 

	
 


	
SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

	
45


	

 

	
 


	
SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

	
46


	

 

	
 


	
SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

	
46


	

 

	
 


	

 

	
 


	

 

	
 


	
iii

	
 


	

 

	
 


	

 

	
 












	
SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT

	
46


	

 

	
 


	

ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

	
48


	

 

	
 


	
SECTION 7.1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS

	
48


	

 

	
 


	
SECTION 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS

	
48


	

 

	
 


	
SECTION 7.3 REPORTS BY TRUSTEE

	
48


	

 

	
 


	
SECTION 7.4 REPORTS BY COMPANY

	
49


	

 

	
 


	

ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	
49


	

 

	
 


	
SECTION 8.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS

	
49


	

 

	
 


	
SECTION 8.2 SUCCESSOR SUBSTITUTED

	
50


	

 

	
 


	

ARTICLE 9 SUPPLEMENTAL INDENTURES

	
50


	

 

	
 


	
SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

	
50


	

 

	
 


	
SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

	
51


	

 

	
 


	
SECTION 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES

	
53


	

 

	
 


	
SECTION 9.4 EFFECT OF SUPPLEMENTAL INDENTURES.

	
53


	

 

	
 


	
SECTION 9.5 CONFORMITY WITH TRUST INDENTURE ACT

	
53


	

 

	
 


	
SECTION 9.6 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

	
53


	

 

	
 


	
SECTION 9.7 SUBORDINATION UNIMPAIRED

	
53


	

 

	
 


	

ARTICLE 10 COVENANTS

	
53


	

 

	
 


	
SECTION 10.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST

	
53


	

 

	
 


	
SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY

	
54


	

 

	
 


	
SECTION 10.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST

	
54


	

 

	
 


	

 

	
 


	

 

	
 


	
iv

	
 


	

 

	
 


	

 

	
 












	
SECTION 10.4 STATEMENT BY OFFICERS AS TO DEFAULT

	
55


	

 

	
 


	
SECTION 10.5 EXISTENCE

	
55


	

 

	
 


	
SECTION 10.6 MAINTENANCE OF PROPERTIES

	
55


	

 

	
 


	
SECTION 10.7 PAYMENT OF TAXES AND OTHER CLAIMS

	
55


	

 

	
 


	
SECTION 10.8 WAIVER OF CERTAIN COVENANTS

	
56


	

 

	
 


	

ARTICLE 11 REDEMPTION OF SECURITIES

	
56


	

 

	
 


	
SECTION 11.1 APPLICABILITY OF ARTICLE

	
56


	

 

	
 


	
SECTION 11.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE

	
56


	

 

	
 


	
SECTION 11.3 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED

	
56


	

 

	
 


	
SECTION 11.4 NOTICE OF REDEMPTION

	
57


	

 

	
 


	
SECTION 11.5 DEPOSIT OF REDEMPTION PRICE

	
58


	

 

	
 


	
SECTION 11.6 SECURITIES PAYABLE ON REDEMPTION DATE

	
59


	

 

	
 


	
SECTION 11.7 SECURITIES REDEEMED IN PART

	
59


	

 

	
 


	

ARTICLE 12 SINKING FUNDS

	
59


	

 

	
 


	
SECTION 12.1 APPLICABILITY OF ARTICLE

	
59


	

 

	
 


	
SECTION 12.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES

	
59


	

 

	
 


	
SECTION 12.3 REDEMPTION OF SECURITIES FOR SINKING FUND

	
60


	

 

	
 


	

ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE

	
60


	

 

	
 


	
SECTION 13.1 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE

	
60


	

 

	
 


	
SECTION 13.2 DEFEASANCE AND DISCHARGE

	
60


	

 

	
 


	
SECTION 13.3 COVENANT DEFEASANCE

	
61


	

 

	
 


	
SECTION 13.4 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE

	
61


	

 

	
 


	

 

	
 


	

 

	
 


	
v

	
 


	

 

	
 


	

 

	
 












	
SECTION 13.5 DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND 

          FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; 

          MISCELLANEOUS PROVISIONS

	


64


	

 

	
 


	
SECTION 13.6 REINSTATEMENT

	
64


	

 

	
 


	

ARTICLE 14 CONVERSION OF SECURITIES

	
65


	

 

	
 


	
SECTION 14.1 APPLICABILITY OF ARTICLE

	
65


	

 

	
 


	
SECTION 14.2 EXERCISE OF CONVERSION PRIVILEGE

	
66


	

 

	
 


	
SECTION 14.3 NO FRACTIONAL SHARES

	
67


	

 

	
 


	
SECTION 14.4 ADJUSTMENT OF CONVERSION PRICE

	
67


	

 

	
 


	
SECTION 14.5 NOTICE OF CERTAIN CORPORATE ACTIONS

	
67


	

 

	
 


	
SECTION 14.6 RESERVATION OF SHARES OF COMMON STOCK

	
68


	

 

	
 


	
SECTION 14.7 PAYMENT OF CERTAIN TAXES UPON CONVERSION

	
68


	

 

	
 


	
SECTION 14.8 NONASSESSABILITY.

	
68


	

 

	
 


	
SECTION 14.9 PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS

	
69


	

 

	
 


	
SECTION 14.10 DUTIES OF TRUSTEE REGARDING CONVERSION

	
70


	

 

	
 


	
SECTION 14.11 REPAYMENT OF CERTAIN FUNDS UPON CONVERSION

	
70


	

 

	
 


	

ARTICLE 15 SUBORDINATION OF SECURITIES

	
70


	

 

	
 


	
SECTION 15.1 AGREEMENT OF SUBORDINATION

	
70


	

 

	
 


	
SECTION 15.2 PAYMENTS TO HOLDERS

	
71


	

 

	
 


	
SECTION 15.3 SUBROGATION OF SECURITIES

	
73


	

 

	
 


	
SECTION 15.4 AUTHORIZATION TO EFFECT SUBORDINATION

	
74


	

 

	
 


	
SECTION 15.5 NOTICE TO TRUSTEE

	
74


	

 

	
 


	
SECTION 15.6 TRUSTEE'S RELATION TO SENIOR DEBT

	
75


	

 

	
 


	
SECTION 15.7 NO IMPAIRMENT OF SUBORDINATION

	
75


	

 

	
 


	
SECTION 15.8 CERTAIN CONVERSIONS/EXCHANGES DEEMED PAYMENT

	
75


	

 

	
 


	

 

	
 


	

 

	
 


	
vi

	
 


	

 

	
 


	

 

	
 












	
SECTION 15.9 ARTICLE APPLICABLE TO PAYING AGENTS

	
75


	
 

	
 


	
SECTION 15.10 SENIOR DEBT ENTITLED TO RELY

	
76


	
 

	
 


	
SECTION 15.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT

	
76


	
 

	
 


	
SECTION 15.12 TRUST MONIES NOT SUBORDINATED

	
76





 





 

	
 

	
 


	
 

	
 


	
vii

	
 









 


 


 








 


 


INDENTURE


 


INDENTURE
, dated as of __________, 200_, between Energy Conversion Devices, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at 2956
Waterview Drive, Rochester Hills, Michigan 48309, and ______________________________, as Trustee (herein called the
“Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one
or more series as provided in this Indenture.


 


All things necessary to make
this Indenture a valid agreement of the Company, in accordance with its terms, have been done.


 


	
 


	
NOW,
THEREFORE, THIS INDENTURE WITNESSETH:






 


For and in consideration of
the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof appertaining, as follows:


 


ARTICLE 1


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


	
SECTION 1.1


	
DEFINITIONS.







 


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


 


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


 


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



 


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


 


(4)
         all references to “$”
refer to the lawful currency of the United States of America;


 


(5)
         unless the context otherwise
requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be,
of this Indenture; and


 


 


1


 









 


 


(6)
         the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.


 


	
 


	

“Act,” when used with respect to any Holder, has the meaning specified in Section 1.4.






 


“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.


 


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


 


“Board of
Directors” means either the board of directors of the Company or any duly authorized committee of that board empowered to act
for it with respect to this Indenture.


 


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


 


“Business Day,”
when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.


 


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


 


“Common Stock”
includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event
of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by
the Company; provided, however, subject to the provisions of Section 14.9, shares issuable upon conversion of Securities shall
include only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or
classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or
of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which
are not subject to redemption by the Company; provided, further, that if at any time there shall be more than one
such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.


 


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


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its Chief Executive Officer, its President or a Vice President, and by its principal financial
officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


 


2


 









 


 


“Control” when
used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Corporate Trust
Office” means the corporate trust office of the Trustee at _________________________________, Attention: Corporate Trust
Department, or such other office, designated by the Trustee by written notice to the Company, at which at any particular time its
corporate trust business shall be administered.


 


	
 


	

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






 


	
 


	

“Covenant Defeasance” has the meaning specified in Section 13.3.






 


	
 


	

“Defaulted Interest” has the meaning specified in Section 3.7.






 


	
 


	

“Defeasance” has the meaning specified in Section 13.2.






 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by
Section 3.1.


 


“Designated Senior
Debt” means the Company's obligations under any particular Senior Debt in which the instrument creating or evidencing the
same or the assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly
provides that such Senior Debt shall be “Designated Senior Debt” for purposes of this Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on the right of such Senior Debt to exercise the
rights of Designated Senior Debt). If any payment made to any holder of any Designated Senior Debt or its Representative with
respect to such Designated Senior Debt is rescinded or must otherwise be returned by such holder or Representative upon the
insolvency, bankruptcy or reorganization of the Company or otherwise, the reinstated Indebtedness of the Company arising as a
result of
such rescission or return shall constitute Designated Senior Debt effective as of the date of such rescission or return.



 


“Euro” or
“Euros” means the currency adopted by those nations participating in the third stage of the economic and monetary union
provisions of the Treaty on European Union, signed at Maastricht on February 2, 1992.


 


“European Economic
Area” means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area
dated May 2, 1992, as amended.


 


“European Union”
means the member nations of the European Union established by the Treaty of European Union, signed at Maastricht on February 2,
1992, which amended the Treaty of Rome establishing the European Community.


 


	
 


	
“Event
of Default” has the meaning specified in Section 5.1.






 


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


 


	
 


	

“Expiration Date” has the meaning specified in Section 1.4.






 


 


3


 









 


 


“Foreign Government
Obligation” means with respect to Securities of any series which are not denominated in the currency of the United States of
America (x) any security which is (i) a direct obligation of the government which issued or caused to be issued the currency in
which such security is denominated and for the payment of which obligations its full faith and credit is pledged or, with respect
to Securities of any series which are denominated in euros, a direct obligation of any member nation of the European Union for the
payment of which obligation the full faith and credit of the respective nation is pledged so long as such nation has a credit
rating at least equal to that of the highest rated member nation of the European Economic Area, or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of a government specified in clause (i)
above the payment of which is unconditionally guaranteed as a full faith and credit obligation by the such government, which, in
either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Foreign Government Obligation
which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any Foreign Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in respect of the Foreign Government Obligation or the
specific payment of principal or interest evidenced by such depositary receipt.


 


“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.4 (or such
legend as may be specified as contemplated by Section 3.1 for such Securities).


 


	
 


	

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






 


“Indebtedness”
means, with respect to any Person, and without duplication, (a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations of such Person in respect of overdrafts, foreign exchange
contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not
evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or similar instruments (whether or not the
recourse of the lender is to the whole of the assets of such person or to only a portion thereof), other than any account payable
or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of
materials or services; (b) all reimbursement obligations and other liabilities (contingent or otherwise) of such
Person with respect to letters of credit, bank guarantees or bankers' acceptances; (c) all obligations and liabilities (contingent
or otherwise) in respect of leases of such Person required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such Person and all obligations and other liabilities
(contingent or otherwise) under any lease or related document (including a purchase agreement) in connection with the lease of
real property which provides that such Person is contractually obligated to purchase or cause a third party to purchase the leased
property and thereby guarantee a minimum residual value of the leased property to the lessor and the obligations of such Person
under such lease or related document to purchase or to cause a third party to purchase such leased property; (d) all obligations
of such Person (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement or
other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement; (e) all
direct or indirect guaranties or similar agreements by such Person in respect of, and obligations or liabilities (contingent or
otherwise) of such Person to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of,
indebtedness, obligations or liabilities of another person of the kind described in clauses (a) through (d) above; (f) any
indebtedness or other obligations described in clauses (a) through (e) above secured by any 


 


4


 









 


mortgage, pledge, lien or other encumbrance
existing on property which is owned or held by such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person; and (g) any and all deferrals, renewals, extensions and refundings of, or
amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a)
through (f) above.


 


“Indenture” means
this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 3.1; provided, however, that if at any time more than one
Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more
separate series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such
Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular
series of Securities for which such Person is Trustee established as contemplated by Section 3.1, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such Trustee, but to which such person, as such Trustee,
was not a party; provided, further that in the event that this Indenture is supplemented or amended by one or more indentures
supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a
particular series of Securities shall only include the supplemental indentures applicable thereto.


 


“Interest,” when
used with respect to an Original Issue Discount Security, which by its terms bears interest only after Maturity, means interest
payable after Maturity.


 


“Interest Payment
Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.



 


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



 


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


 


	
 


	
“Notice
of Default” means a written notice of the kind specified in Section 5.1(4).






 


“Officers'
Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 10.4 shall be the principal executive, financial or accounting officer of the Company.



 


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


 


5


 









 


 


“Original Issue
Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.


 


“Outstanding,”
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; (2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; (3) Securities as to which Defeasance has been effected pursuant to Section 13.2; and (4) Securities which have been
paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date, the principal amount payable at the Stated
Maturity of
a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount
as specified or determined as contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more
non-U.S. dollar currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section 3.1, of the principal amount of such Security (or, in
the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause), and (D)
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which
the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect
to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.


 


“Paying Agent”
means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the
Company.


 


	
 


	
“Payment
Blockage Notice” has the meaning specified in Section 15.2.






 


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


 


“Place of
Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any
premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.1.


 


 


6


 









 


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under
Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



 




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


 


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



 


“Redemption
Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.


 


“Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.1.


 


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior
Debt that does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to an
agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior
Debt acting with the consent of the required persons necessary to bind such holders or owners of such Senior Debt and (ii) in the
case of all other such Senior Debt, the holder or owner of such Senior Debt.


 


“Responsible
Officer” means, when used with respect to the Trustee, an officer of the Trustee in the Corporate Trust Office assigned and
duly authorized by the Trustee to administer its corporate trust matters.


 


“Securities” has
the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.


 


“Securities Act”
means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 3.5.


 


“Senior Debt”
means the principal of, premium, if any, interest (including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such
proceeding) and rent payable on or in connection with, and all fees, costs, expenses and other amounts accrued or due on or in
connection with, Indebtedness of the Company, whether outstanding on the date of this Indenture or thereafter created, incurred,
assumed, guaranteed or in effect guaranteed by the Company (including all deferrals, renewals, extensions or refundings of, or
amendments, modifications or supplements to, the foregoing), unless in the case of any particular Indebtedness the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly provides that such Indebtedness shall not be
senior in
right of payment to the Securities or expressly provides that such Indebtedness is “pari passu” or “ junior”
to the Securities. Notwithstanding the foregoing, the term Senior Debt shall not include any Indebtedness of the Company to any
Subsidiary of the Company. If any payment made to any holder of any Senior Debt or its Representative with respect to such Senior
Debt is rescinded or must otherwise be returned by such holder or Representative upon the insolvency, bankruptcy or reorganization
of the Company or otherwise, the 


 


7


 









 


reinstated Indebtedness of the Company arising as
a result of such rescission or return shall constitute Senior Debt effective as of the date of such rescission or return.



 


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.


 


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


 


“Subsidiary” means
a Person of which at least a majority of the outstanding voting stock having the power to elect a majority of the board of
directors of such Person (in the case of a corporation) is, or of which at least a majority of the equity interests (in the case
of a Person which is not a corporation) are, at the time owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to
the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“U.S. Government
Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which
the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by
such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt. 


 


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


 


	
SECTION 1.2


	
COMPLIANCE
CERTIFICATES AND OPINIONS.






 


Upon any application or
request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as 


 


8


 









 


may be required under the Trust Indenture Act.
Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act
and any other requirements set forth in this Indenture.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include,


 


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


 


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


 


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


 


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


 


	
SECTION 1.3


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


 


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


 


	
SECTION 1.4


	
ACTS OF
HOLDERS; RECORD DATES.






 


Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly 


 


9


 









 


appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such
instrument or instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.



 


The fact and date of the
execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in
a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his
or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner that the Trustee deems sufficient.


 


	
 


	
The ownership
of Securities shall be proved by the Security Register.






 


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


 


The Company may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take
any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date
for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a
new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 1.6.


 


The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(2), or (iv) any direction referred to in Section 5.12, in each case with respect
to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding 


 


10


 









 


Securities of such series on such record date,
and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record
date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to
the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.


 


With respect to any record
date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of
Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such
record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.


 


Without limiting the
foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal amount.


 


	
SECTION 1.5


	
NOTICES,
ETC., TO TRUSTEE AND COMPANY.






 


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


 


(1)
         the Trustee by any Holder or by the
Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (or by facsimile
transmissions, provided that oral confirmation of receipt shall have been received) to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department, or


 


(2)
         the Company by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, personally delivered or sent via overnight courier to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing
to the Trustee by the Company, Attention: Chief Financial Officer.


 


	
SECTION 1.6


	
NOTICE TO
HOLDERS; WAIVER.






 


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, or 


 


11


 









 


delivered by hand or overnight courier, to each
Holder affected by such event, at its address as it appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such notice. Neither the failure to mail or deliver by
hand or overnight courier any notice, nor any defect in any notice so mailed or delivered by hand or overnight courier, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


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


 


	
SECTION 1.7


	
CONFLICT WITH
TRUST INDENTURE ACT.






 


If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a
part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act, which may be so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.


 


	
SECTION 1.8


	
EFFECT OF
HEADINGS AND TABLE OF CONTENTS.






 


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


 


	
SECTION 1.9


	
SUCCESSORS
AND ASSIGNS.






 


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


 


	
SECTION 1.10


	
SEPARABILITY
CLAUSE.






 


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


 


	
SECTION 1.11


	
BENEFITS OF
INDENTURE.






 


Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the
holders of Senior Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 



 


	
SECTION 1.12


	
GOVERNING
LAW.






 


THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 


 


 


12


 









 


 


	
SECTION 1.13


	
LEGAL
HOLIDAYS.






 


In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to
convert a Security at a particular conversion price shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) or, if applicable to a
particular series of Securities, conversion need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or
Redemption Date, at the Stated Maturity or on such last day for conversion, as the case may be.


 


	
SECTION 1.14


	
INDENTURE AND
SECURITIES SOLELY CORPORATE OBLIGATIONS.






 


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


 


	
SECTION 1.15


	
INDENTURE MAY
BE EXECUTED IN COUNTERPARTS.






 


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


 


ARTICLE 2


 


SECURITY FORMS


 


	
SECTION 2.1


	
FORMS
GENERALLY.






 


The Securities of each
series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant

Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3
for the authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached
thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution.



 


 


13


 









 


 


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


 


	
SECTION 2.2


	
FORM OF FACE
OF SECURITY.






 


[INSERT ANY LEGEND REQUIRED BY THE INTERNAL
REVENUE CODE AND THE REGULATIONS THEREUNDER.]


 


ENERGY CONVERSION DEVICES, INC.


 


	
NO.
__________

	

$__________






 


	
 


	

CUSIP:____________






 


	
 


	

_____________________________________________________________






 


 


Energy Conversion Devices,
Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
_______________________________, or registered assigns, the principal sum of ________________________________________ dollars on
__________ ____________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay
interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi- annually on ___________ and __________ in each year, commencing _______________, at the rate of ____% per annum, until
the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available
for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
___________ or ___________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture]. 


 


[IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR
TO MATURITY, INSERT – The principal of this Security shall not bear interest except in the case of a default in payment of
principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium
shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts 


 


14


 









 


are due until they are paid or made available
for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or
premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such
interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made
available for payment. Interest on any overdue interest shall be payable on demand.]]


 


Payment of the principal of
(and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this
Security will be made at the office or agency of the Company maintained for that purpose in _____________________, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts 
[IF APPLICABLE, INSERT -- ; provided, however, that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]
.


 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


	
 


	
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.






 


	
Dated:

                                                               

	
ENERGY
CONVERSION DEVICES, INC.


 



 



By:
_________________________________


 



Title:
____________________________


 



	
ATTEST:



 




                                                                         


 


	
 







 


 


	
SECTION 2.3


	
FORM OF
REVERSE OF SECURITY.






 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of ____________, 200_ (herein called the “Indenture,” which term shall have the
meaning assigned to it in such instrument), between the Company and ________________________________, as Trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the
Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated
on the face hereof [IF APPLICABLE, INSERT -- , limited in aggregate principal amount to $_________]
.


 


 


15


 









 


 


[IF APPLICABLE, INSERT -- The Securities of
this series are subject to redemption upon not less than [IF APPLICABLE, INSERT -- 30] days' notice by mail, [IF APPLICABLE,
INSERT -- (1) on _____________ in any year commencing with the year _____ and ending with the year _____ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [IF APPLICABLE,
INSERT -- on or after _____________, 20__], as a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [IF APPLICABLE, INSERT -- on or before ______________,
___%, and if redeemed] during the 12-month period beginning ________ of the years indicated, 


 


	
YEAR


	
REDEMPTION

PRICE

	
YEAR


	
REDEMPTION

PRICE


	
 


	
 


	
 


	
 







 


and thereafter at a Redemption Price equal to
_____% of the principal amount, together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether through operation
of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]



 


[IF APPLICABLE, INSERT -- The Securities of
this series are subject to redemption upon not less than [if applicable, insert -- 30] days' notice by mail, (1) on _________ in
any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at
the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set
forth in the table below, and (2) at any time [IF APPLICABLE, INSERT -- on or after __________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ________ of
the years indicated,


 


	
YEAR


	
REDEMPTION
PRICE FOR
REDEMPTION THROUGH
OPERATION OF THE

SINKING FUND

	
REDEMPTION
PRICE FOR
REDEMPTION OTHERWISE THAN THROUGH OPERATION OF THE SINKING FUND


	
 


	
 


	
 







 


and thereafter at a Redemption Price equal to
___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or
otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close
of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[IF APPLICABLE, INSERT -- Notwithstanding the
foregoing, the Company may not, prior to __________, redeem any Securities of this series as contemplated by [IF APPLICABLE,
INSERT -- clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ___% per annum.]


 


 


16


 









 


 


[IF APPLICABLE, INSERT -- The sinking fund for
this series provides for the redemption on ___________, in each year beginning with the year _____ and ending with the year _____
of [IF APPLICABLE, INSERT -- not less than $__________ (“mandatory sinking fund”) and not more than] $___________
aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise
than through [IF APPLICABLE, INSERT -- mandatory] sinking fund payments may be credited against subsequent [IF APPLICABLE, INSERT
-- mandatory] sinking fund payments otherwise required to be made IF APPLICABLE, INSERT -- , in the inverse order in which they
become due].]


 


[IF THE SECURITY IS SUBJECT TO REDEMPTION OF
ANY KIND, INSERT -- In the event of redemption of this Security in part only, a new Security or Securities of this series and of
like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]



 


[IF APPLICABLE, INSERT -- The Indenture
contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants
and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the
Indenture.]


 


[IF THE SECURITY IS CONVERTIBLE INTO COMMON
STOCK OF THE COMPANY, INSERT -- Subject to the provisions of the Indenture, the Holder of this Security is entitled, at its
option, at any time on or before [INSERT DATE] (except that, in case this Security or any portion hereof shall be called for
redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for
redemption at the close of business on the first Business Day next preceding the date fixed for redemption as provided in the
Indenture unless the Company defaults in making the payment due upon redemption), to convert the principal amount of this Security
(or any portion hereof which is $1,000 or an integral multiple thereof), into fully paid and non-assessable shares (calculated as
to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall be constituted at
the date of conversion, at the conversion price of $_____________ principal amount of Securities for each share of Common Stock,
or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of
this Security, together with the conversion notice hereon duly executed, to the Company at the designated office or agency of the
Company in ____________, accompanied (if so required by the Company) by instruments of transfer, in form satisfactory to the
Company and to the Trustee, duly executed by the Holder or by its duly authorized attorney in writing.


 


Such surrender shall, if
made during any period beginning at the close of business on a Regular Record Date and ending at the opening of business on the
Interest Payment Date next following such Regular Record Date (unless this Security or the portion being converted shall have been
called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and
ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest
Payment Date is not a Business Day, the second such Business Day), also be accompanied by payment in funds acceptable to the
Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then
being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular
Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of
this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with
certain exceptions provided in the Indenture), no adjustment is to be made on conversion for interest accrued hereon or for
dividends on shares of Common Stock issued 


 


17


 









 


on conversion. The Company is not required to
issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market
value of such fractional interest as provided in the Indenture. The conversion price is subject to adjustment as provided in the
Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party
or the sale of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders
of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall
be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the
consolidation, merger or sale by a holder of the number of shares of Common Stock into which this Security might have
been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise
any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). In
the event of conversion of this Security in part only, a new Security or Securities for the unconverted portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.]


 


[IF THE SECURITY IS CONVERTIBLE INTO OTHER
SECURITIES OF THE COMPANY, SPECIFY THE CONVERSION FEATURES.]


 


The indebtedness evidenced
by this Security is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Debt of the Company, and this Security is issued subject to such provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.


 


[IF THE SECURITY IS NOT AN ORIGINAL ISSUE
DISCOUNT SECURITY, INSERT – If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture.] 


 


[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT
SECURITY, INSERT -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder 


 


18


 









 


and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.


 


As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the
Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of
and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this
series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.


 


No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


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


 


 


19


 









 


 


	
SECTION 2.4


	
FORM OF
LEGEND FOR GLOBAL SECURITIES.






 


Unless otherwise specified
as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form: 


 


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


 


	
SECTION 2.5


	
FORM OF
TRUSTEE'S CERTIFICATE OF AUTHENTICATION.






 


	
 


	
The Trustee's
certificates of authentication shall be in substantially the following form:






 


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


 


	
 


	
 




                                                                                                  ,


as Trustee



 



By:

                                                                                              


Authorized
Officer


 







 


	
SECTION 2.6


	
FORM OF
CONVERSION NOTICE.






 


	
 


	
Conversion
notices shall be in substantially the following form:






 


To Energy Conversion Devices, Inc.:


 


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


 


20


 









 


 


 


	
Principal Amount
to be Converted (in an integral multiple of $1,000, if less than all)


 



	
U.S. $



 


	
 



	
Dated:



 


	
 



	
 


	
Signature(s)
must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15.



 




                                                                                      


Signature
Guaranty


 







 


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


 


	

                                                                         


Name

	

                                                                         


Social Security
or Other Taxpayer


Identification
Number


 



	

                                                                         


 




                                                                         


 



Please print
Name and Address


(including zip
code)


 



 


	
 







 


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


 


ARTICLE 3


 


THE SECURITIES


 


	
SECTION 3.1


	
AMOUNT
UNLIMITED; ISSUABLE IN SERIES.






 


The aggregate principal
amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or
determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series,


 


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


 


21


 









 


 


(2)
         any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of
the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed
never to have been authenticated and delivered hereunder);


 


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


 


(4)
         the date or dates on which the
principal of any Securities of the series is payable;


 


(5)
         the rate or rates (which may be
fixed or variable) at which any Securities of the series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any
such interest payable on any Interest Payment Date (or the method for determining the dates and rates);


 


(6)
         the place or places where the
principal of and any premium and interest on any Securities of the series shall be payable;


 


(7)
         the period or periods within which,
the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in
part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to
redeem the Securities shall be evidenced;


 


(8)
         the obligation, if any, of the
Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option
of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which
any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)
         if other than denominations of
$1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;


 


(10)
       if the amount of principal of or any premium or
interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in
which such amounts shall be determined;


 


(11)
       if other than the currency of the United States
of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of
the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America
for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;


 


 


22


 









 


 


(12)
       if the principal of or any premium or interest
on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies
or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency
units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable,
the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the
manner in which such amount shall be determined);


 


(13)
       if other than the entire principal amount
thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.2;


 


(14)
       if the principal amount payable at the Stated
Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the
amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or
hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity
or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which
such amount deemed to be the principal amount shall be determined);


 


(15)
       if applicable, that the Securities of the
series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections, or any
other defeasance provisions applicable to any Securities of the series, and, if other than by a Board Resolution, the manner in
which any election by the Company to defease such Securities shall be evidenced;


 


(16)
       if applicable, the terms of any right to convert
or exchange Securities of the series into shares of Common Stock of the Company or other securities or property; 


 


(17)
       if applicable, that any Securities of the series
shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries
for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or
in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set forth in clause (2) of the
last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered,
and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof; 


 


(18)
       any addition to or change in the Events of
Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 5.2; 


 


(19)
       any addition to or change in the covenants set
forth in Article 10 which applies to Securities of the series; 


 


 


23


 









 


 


(20)
       any Authenticating Agents, Paying Agents,
Security Registrars or such other agents necessary in connection with the issuance of the Securities of such series, including,
without limitation, exchange rate agents and calculation agents;


 


(21)
       if applicable, the terms of any security that
will be provided for a series of Securities, including provisions regarding the circumstances under which collateral may be
released or substituted; 


 


(22)
       if applicable, the terms of any guaranties for
the Securities and any circumstances under which there may be additional obligors on the Securities;


 


(23)
       any addition to or change in or modification to
the subordinated provisions of this Indenture relating to the Securities of that series (including the provisions of Article 15),
or different subordination provisions, including a different definition of “Senior Debt” or “Designated Senior
Debt,” will apply to Securities of the series; and


 


(24)
       any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)).


 


All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.


 


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


 


	
 


	
The
Securities shall be subordinated in right of payment to Senior Debt as provided in Article 15.






 


	
SECTION 3.2


	

DENOMINATIONS.






 


The Securities of each
series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as
contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


	
SECTION 3.3


	
EXECUTION,
AUTHENTICATION, DELIVERY AND DATING.






 


The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its
principal financial officer, its President or one of its Vice Presidents, attested by its Treasurer, its Secretary or one of its
Assistant Treasurers or Assistant Secretaries. The signature of any of these officers on the Securities may be manual or
facsimile.


 


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


 


 


24


 









 


 


At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company
to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the
Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, a
copy of such Board Resolution, the Officers' Certificate setting forth the terms of the series and an Opinion of Counsel,
with such Opinion of Counsel stating,


 


(1)
         if the form of such Securities has
been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity
with the provisions of this Indenture;


 


(2)
         if the terms of such Securities have
been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in
conformity with the provisions of this Indenture; and


 


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


 


If such form or terms have
been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.


 


Notwithstanding the
provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company
Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.


 


	
 


	
  Each Security
shall be dated the date of its authentication.






 


No Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 


 


25


 









 


 


Neither the Company nor the
Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or
redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an
independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy
in such numbers.


 


	
SECTION 3.4


	
TEMPORARY
SECURITIES.






 


Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by
their execution of such Securities.


 


If temporary Securities of
any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the
Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal
amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and tenor.


 


	
SECTION 3.5


	
REGISTRATION;
REGISTRATION OF TRANSFER AND EXCHANGE.






 


The Company shall cause to
be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities
and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


Upon surrender for
registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate
principal amount.


 


At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.


 


All Securities issued upon
any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or
exchange.


 


 


26


 









 


 


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


 


No service charge shall be
made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.


 


If the Securities of any
series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities
selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


	
 


	
The
provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:






 


(1)
         Each Global Security authenticated
under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof
and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a
single Security for all purposes of this Indenture.


 


(2)
         Notwithstanding any other provision
in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless


 


(A)
          such Depositary (i) has notified the Company that
it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered
under the Exchange Act,


 


(B)
          there shall have occurred and be continuing an
Event of Default with respect to such Global Security or


 


(C)
          there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1.


 


(3)
         Subject to clause (2) above, any
exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a
Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.



 


(4)
         Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated 


 


27


 









 


and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof.


 


	
SECTION 3.6


	
MUTILATED,
DESTROYED, LOST AND STOLEN SECURITIES.






 


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



 


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


 


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


 


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


 


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


 


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


 


	
SECTION 3.7


	
PAYMENT OF
INTEREST; INTEREST RIGHTS PRESERVED.






 


Except as otherwise provided
as contemplated by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.


 


Any interest on any Security
of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in
clause (1) or (2) below:


 


(1)
         The Company may elect to make
payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the 


 


28


 









 


payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in
this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set
forth in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


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


 


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


 


Subject to the provisions of
Section 14.2, in the case of any Security (or any part thereof) which is converted after any Regular Record Date and on or prior
to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become
due and payable, whether at Stated Maturity or by declaration of acceleration or otherwise prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name
that Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date.
Except as otherwise expressly provided in the immediately preceding sentence or in Section 14.2, in the case of
any Security (or any part thereof) which is converted, interest whose Stated Maturity is after the date of conversion of such
Security (or such part thereof) shall not be payable.


 


	
SECTION 3.8


	
PERSONS
DEEMED OWNERS.






 


Prior to due presentment of
a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or 



 


29


 









 


not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


	
SECTION 3.9


	
CANCELLATION.







 


All Securities surrendered
for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of in accordance with its customary procedures. 


 


	
SECTION 3.10


	
COMPUTATION
OF INTEREST.






 


Except as otherwise
specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.


 


ARTICLE 4


 


SATISFACTION AND DISCHARGE


 


	
SECTION 4.1


	
SATISFACTION
AND DISCHARGE OF INDENTURE.






 


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


 


	
 


	
(1)


	
either







 


(A)
          all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by
the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have
been delivered to the Trustee for cancellation; or


 


(B)
          all such Securities not theretofore delivered to
the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within
one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i),



 


30


 









 


(ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal
and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; 


 


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


 


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


 


Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section
10.3 shall survive.


 


	
SECTION 4.2


	
APPLICATION
OF TRUST MONEY.






 


Subject to the provisions of
the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 



 


ARTICLE 5


 


REMEDIES


 


	
SECTION 5.1


	
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 occasioned by the provisions of Article 15 or be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), unless in the Board Resolution, supplemental indenture or Officers' Certificate
establishing such series, it is provided that such series shall not have the benefit of said Event of Default: 


 


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


 


(2)
         default in the payment of the
principal of or any premium on any Security of that series at its Maturity; or 


 


31


 









 


 


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


 


(4)
         default in the performance, or
breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or


 


	
 


	
(5)


	
the entry by
a court having jurisdiction in the premises of






 


(A)
          a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or 


 


(B)
          a decree or order adjudging the Company a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days; or


 


(6)
         the commencement by the Company of a
voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any
such action; or


 


(7)
         any other Event of Default provided
with respect to Securities of that series in the Board Resolution, supplemental indenture or Officers' Certificate establishing
that series.


 


32


 









 


 


 


	
SECTION 5.2


	
ACCELERATION
OF MATURITY; RESCISSION AND ANNULMENT.






 


Unless the Board Resolution,
supplemental indenture or Officers' Certificate establishing such series provides otherwise, if an Event of Default (other than an
Event of Default specified in Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the
terms thereof), and premium, if any, together with accrued and unpaid interest, if any, thereon, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal amount (or specified amount), and premium, if any, together with accrued and unpaid interest, if any,
thereon, shall become immediately due and payable. If an Event of Default specified in Section 5.1(5) or 5.1(6) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may
be specified by the terms thereof), and premium, if any, together with accrued and unpaid interest, if any, thereon, shall
automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and
payable. Any payments by the Company on the Securities following any such acceleration will be subject to the subordination
provisions of Article 15 to the extent provided therein. 


 


At any time after such a
declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if 


 


(1)
         the Company has paid or deposited
with the Trustee a sum sufficient to pay 


 


	
 


	
(A)


	
all overdue
interest on all Securities of that series,






 


(B)
          the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the
rate or rates prescribed therefor in such Securities, 


 


(C)
          to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and


 


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


 


(2)
         all Events of Default with respect
to Securities of that series, other than the non-payment of the principal of Securities of that series that have become due solely
by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


 


33


 









 


 


	
 


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






 


SECTION 5.3
         COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE.


 


	
 


	
The Company
covenants that if






 


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



 


(2)
         default is made in the payment of
the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay
to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal
and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


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


 


	
SECTION 5.4


	
TRUSTEE MAY
FILE PROOFS OF CLAIM.






 


In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 6.7. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar committee. 


 


SECTION 5.5
         TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.


 


All rights of action and
claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any 


 


34


 









 


proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
recovered.


 


	
SECTION 5.6


	
APPLICATION
OF MONEY COLLECTED.






 


Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


	
 


	
FIRST: To the
payment of all amounts due the Trustee under Section 6.7;






 


SECOND: Subject to Article
15, to the payment of the amounts then due and unpaid for principal of and any premium, if any, and interest on the Securities in
respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal and any premium, if any, and interest, respectively; and



 


	
 


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






 


	
SECTION 5.7


	
LIMITATION ON
SUITS.






 


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


 


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


 


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


 


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



 


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


 


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


 


it being understood and intended that no one or
more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.


 


35


 









 


 


SECTION 5.8
         UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST AND TO CONVERT.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 3.7) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in
accordance with Article 14 to the extent that such right to convert is applicable to such Security, and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


	
SECTION 5.9


	
RESTORATION
OF RIGHTS AND REMEDIES.






 


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


 


	
SECTION 5.10


	
RIGHTS AND
REMEDIES CUMULATIVE.






 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


	
SECTION 5.11


	
DELAY OR
OMISSION NOT WAIVER.






 


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



 


	
SECTION 5.12


	
CONTROL BY
HOLDERS.






 


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


 


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



 


36


 









 


 


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


 


	
SECTION 5.13


	
WAIVER OF
PAST DEFAULTS.






 


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


 


(1)
         a default in the payment of the
principal of or any premium or interest on any Security of such series as and when the same shall become due and payable by the
terms thereof, otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured
installments of interest, principal and premium, if any, has been deposited with the Trustee), or


 


(2)
         to the extent such right is
applicable to such Security, a failure by the Company on request to convert any Security into Common Stock; or


 


(3)
         in respect of a covenant or
provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding
Security of such series affected. 


 


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



 


	
SECTION 5.14


	
UNDERTAKING
FOR COSTS.






 


In any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company or in any suit for the enforcement of the right to
convert any Security in accordance with Article 14. 


 


	
SECTION 5.15


	
WAIVER OF
USURY, STAY OR EXTENSION LAWS.






 


The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted. 


 


 


37


 









 


 


ARTICLE 6


 


THE TRUSTEE


 


	
SECTION 6.1


	
CERTAIN
DUTIES AND RESPONSIBILITIES.






 


The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of this Section.


 


	
SECTION 6.2


	
NOTICE OF
DEFAULTS.






 


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 except in the case of a default in the
payment of principal of (or premium, if any) or interest on any Securities of such series or in the payment of any sinking fund
installment or any conversion right applicable to Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the holders of Securities of such series; provided, further, however, that
in the case of any default of the character specified in Section 5.1(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series. 


 


Except with respect to
Section 10.1, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants
contained in Article 10. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any
Default or Event of Default occurring pursuant to Sections 5.1(1), 5.1(2) and 5.1(3) (defaults in payments on the Securities) or
(ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge.



 


Delivery of reports,
information and documents to the Trustee under Section 7.4 is for informational purposes only and the Trustee's receipt of the
foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company's compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely
conclusively on Officers' Certificates).


 


	
SECTION 6.3


	
CERTAIN
RIGHTS OF TRUSTEE.






 


	
 


	
Subject to
the provisions of Section 6.1:






 


(1)
         in the absence of bad faith on the
part of the Trustee, the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document 


 


38


 









 


believed by it to be genuine
and to have been signed or presented by the proper party or parties; 


 


(2)
         any request or direction of the
Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution;


 


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


 


(4)
         the Trustee may consult with counsel
and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


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


 


(6)
         the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney; and


 


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


 


	
SECTION 6.4


	
NOT
RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.






 


The recitals contained
herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes
no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 



 


SECTION 6.5
           MAY HOLD SECURITIES AND ACT AS TRUSTEE
UNDER OTHER INDENTURES.


 


 


39


 









 


 


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.


 


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


 


	
SECTION 6.6


	
MONEY HELD IN
TRUST.






 


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


 


	
SECTION 6.7


	
COMPENSATION
AND REIMBURSEMENT.






 


	
 


	
The Company
agrees:






 


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


 


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


 


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


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 5.1(5) or Section 5.1(6) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any applicable bankruptcy, insolvency, reorganization or similar law.


 


 


40


 









 


 


	
SECTION 6.8


	
CONFLICTING
INTERESTS.






 


If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act and there is an Event of Default under the Securities
of that series, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the
Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


 


	
SECTION 6.9


	
CORPORATE
TRUSTEE REQUIRED; ELIGIBILITY.






 


There shall at all times be
one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities
of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has (or if the Trustee is a member of a bank holding company system, then its bank holding company has) a combined capital and
surplus of at least $50,000,000. If any such Person or bank holding company publishes reports of condition at least annually,
pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the
extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person or bank holding company shall be
deemed to be its combined capital and surplus asset forth in its most recent report of condition so published. If
at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


	
SECTION 6.10


	
RESIGNATION
AND REMOVAL; APPOINTMENT OF SUCCESSOR.






 


No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. The Trustee may resign at any
time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series. 


 


The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company.


 


	
 


	
If at any
time:






 


(1)
         the Trustee shall fail to comply
with Section 6.8 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or


 


(2)
         the Trustee shall cease to be
eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or



 


(3)
         the Trustee shall become incapable
of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or



 


41


 









 


any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case,


 


(A)
          the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or


 


(B)
          subject to Section 5.14, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


 


If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with
respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, then a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, the retiring Trustee may petition, or any Holder who
has been a bona fide Holder of a Security of such series for at least six months may petition, on behalf of himself and all others
similarly situated, any court of competent jurisdiction for the appointment of such successor Trustee with respect to the
Securities of such series.


 


The Company shall give
notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 1.6. 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 6.11


	
ACCEPTANCE OF
APPOINTMENT BY SUCCESSOR.






 


In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 


 


42


 









 


 


In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which 


 


(1)
         shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates,


 


(2)
         if the retiring Trustee is not
retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and


 


(3)
         shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.


 


Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may
be.


 


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


 


SECTION 6.12
         MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.


 


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


 


43


 









 


Trustee had itself authenticated such Securities.
In the event that any Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities in either its own name or that of a predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the Trustee.


 


	
SECTION 6.13


	
PREFERENTIAL
COLLECTION OF CLAIMS AGAINST COMPANY.






 


If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).



 


	
SECTION 6.14


	
APPOINTMENT
OF AUTHENTICATING AGENT.






 


The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act
on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall
be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of
Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor



 


44


 









 


hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The Trustee agrees to pay to
each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be
entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.


 


If an appointment with
respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in
lieu of the Trustee's certificate of authentication, an alternative certificate of authentication in the following form:



 


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


 


	
 


	

                                                                                                      ,


as Trustee



 



 



By:

                                                                                                


as
Authenticating Agent


 



 



By:

                                                                                                


Authorized
Officer


 



 







 


ARTICLE 7


 


HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
COMPANY


 


SECTION 7.1
           COMPANY TO FURNISH TRUSTEE NAMES AND
ADDRESSES OF HOLDERS.


 


	
 


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






 


(1)
         semi-annually, not later than 15
days after the Regular Record Date for each respective series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, as the case may
be, or if there is no Regular Record Date for such series of Securities, semi-annually, and


 


(2)
         at such other times as the Trustee
may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as
of a date not more than 15 days prior to the time such list is furnished;


 


provided that no such list need be furnished by
the Company to the Trustee so long as the Trustee is acting as Security Registrar.


 


 


45


 









 


 


SECTION 7.2
           PRESERVATION OF INFORMATION;
COMMUNICATIONS TO HOLDERS.


 


The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished. 


 


The rights of Holders to
communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of
them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.


 


	
SECTION 7.3


	
REPORTS BY
TRUSTEE.






 


The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.


 


Reports so required to be
transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year,
commencing with the first July 15 after the first issuance of Securities pursuant to this Indenture.


 


A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are
listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock
exchange.


 


	
SECTION 7.4


	
REPORTS BY
COMPANY.






 


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


 


ARTICLE 8


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE


 


	
SECTION 8.1


	
COMPANY MAY
CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.






 


The Company shall not
consolidate with or merge into any other Person (in a transaction in which the Company is not the surviving corporation) or
convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:


 


(1)
         in case the Company shall
consolidate with or merge into another Person (in a transaction in which the Company is not the surviving corporation) or convey,



 


46


 









 


transfer or lease its
properties and assets substantially as an entirety to any Person, the Person 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, limited liability company, partnership or trust, shall be organized
and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or
observance of every covenant of this Indenture on the part of the Company to be performed or observed and the conversion rights
shall be
provided for in accordance with Article 14, if applicable, or as otherwise specified pursuant to Section 3.1, by supplemental
indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company)
formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the
Company's assets; 


 


(2)
         immediately after giving effect to
such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such
transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and



 


(3)
         the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with
this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.



 


	
SECTION 8.2


	
SUCCESSOR
SUBSTITUTED.






 


Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 8.1, 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, the predecessor Person shall
be relieved of all obligations and covenants under this Indenture and the Securities.


 


ARTICLE 9


 


SUPPLEMENTAL INDENTURES


 


	
SECTION 9.1


	
SUPPLEMENTAL
INDENTURES WITHOUT CONSENT OF HOLDERS.






 


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


 


 


47


 









 


 


(1)
         to evidence the succession of
another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company
herein and in the Securities in compliance with Article 8; or


 


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


 


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


 


(4)
         to add to or change any of the
provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or


 


(5)
         to add to, change or eliminate any
of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or
elimination


 


(A)
          shall neither (i) apply to any Security of any
series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision or 


 


(B) shall become effective
only when there is no such Security Outstanding; or


 


(6)
         to secure the Securities, including
provisions regarding the circumstances under which collateral may be released or substituted; or


 


(7)
         to add or provide for a guaranty of
the Securities or additional obligors on the Securities; or


 


(8)
         to establish the form or terms of
Securities of any series as permitted by Sections 2.1 and 3.1; or


 


(9)
         to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(10)
       to cure any ambiguity, to correct or supplement
any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture, 


 


48


 









 


provided that such action
pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material
respect; or


 


(11)
       to supplement any of the provisions of the
Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Articles 4 and 13, provided that any such action shall not adversely affect the interests of the Holders of Securities
of such series or any other series of Securities in any material respect. 


 


	
SECTION 9.2


	
SUPPLEMENTAL
INDENTURES WITH CONSENT OF HOLDERS.






 


With the consent of the
Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by
Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security affected thereby,


 


(1)
         change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2, or change the coin or currency in which, any Security or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date), or modify the provisions of this Indenture with respect to the
subordination of such series of Securities in a manner adverse to the Holders of Securities of such series, or, in the case of
Securities of any series that are convertible into Securities or other securities of the Company, adversely affect the right of
Holders to convert any of the Securities of such series other than as provided in or pursuant to this Indenture, or


 


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


 


(3)
         modify any of the provisions of this
Section, Section 5.13 or Section 10.8, except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to
“the Trustee” and concomitant changes in this Section and Section 10.8, or the deletion of this proviso, in accordance
with the requirements of Sections 6.11 and 9.1(8), or


 


(4)
         if applicable, make any change that
adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (except as permitted by



 


49


 









 


Section 9.1(9)) or decrease
the conversion rate or increase the conversion price of any such security.


 


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


 


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


 


	
SECTION 9.3


	
EXECUTION OF
SUPPLEMENTAL INDENTURES.






 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) 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 9.4


	
EFFECT OF
SUPPLEMENTAL INDENTURES.






 


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


 


	
SECTION 9.5


	
CONFORMITY
WITH TRUST INDENTURE ACT.






 


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


 


	
SECTION 9.6


	
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 9.7


	
SUBORDINATION
UNIMPAIRED.






 


No provision in any
supplemental indenture that affects the superior position of the holders of Senior Debt shall be effective against holders of
Senior Debt.


 


 


50


 









 


 


ARTICLE 10


 


COVENANTS


 


	
SECTION 10.1


	
PAYMENT OF
PRINCIPAL, PREMIUM AND INTEREST.






 


The Company covenants and
agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and
interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


	
SECTION 10.2


	
MAINTENANCE
OF OFFICE OR AGENCY.






 


The Company will maintain in
each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where
Securities of that series may be surrendered for conversion and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise provided in a supplemental
indenture or pursuant to Section 3.1 hereof, the Place of Payment for any series of Securities shall be the Corporate Trust Office
of the Trustee.


 


The Company may also from
time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place
of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.


 


	
SECTION 10.3


	
MONEY FOR
SECURITIES PAYMENTS TO BE HELD IN TRUST.






 


If the Company shall at any
time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of
or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to
act.


 


Whenever the Company shall
have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to
be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


 


The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with
the provisions of the 


 


51


 









 


Trust Indenture Act applicable to it as a Paying
Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in
the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to
the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.


 


The Company may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such
money.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest
on any Security of any series and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days
prior to the date such money would escheat to the State or two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general circulation in each Place of Payment, notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company.


 


	
SECTION 10.4


	
STATEMENT BY
OFFICERS AS TO DEFAULT.






 


The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge. The fiscal year of the Company currently ends on December 31; and the Company will give
the Trustee prompt written notice of any change of its fiscal year.


 


	
SECTION 10.5


	
EXISTENCE.







 


Subject to Article 8, the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.


 


	
SECTION 10.6


	
MAINTENANCE
OF PROPERTIES.






 


The Company will cause all
properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as, and to the extent, in the judgment of the Company may be necessary so that the business carried on
in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section
shall prevent the Company from discontinuing the 


 


52


 









 


operation or maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not
disadvantageous in any material respect to the Holders.


 


	
SECTION 10.7


	
PAYMENT OF
TAXES AND OTHER CLAIMS.






 


The Company will pay or
discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or upon the income, profits or property of the Company, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim (i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings or (ii) if the
failure to pay or discharge would not have a material adverse effect on the assets, business, operations, properties or condition
(financial or otherwise) of the Company and its subsidiaries, taken as a whole. 


 


	
SECTION 10.8


	
WAIVER OF
CERTAIN COVENANTS.






 


Except as otherwise
specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any
series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided
pursuant to Section 3.1(19), 9.1(2), 9.1(7), 10.6 or 10.7 for the benefit of the Holders of such series if before the time for
such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of
any such
term, provision or condition shall remain in full force and effect. 


 


ARTICLE 11


 


REDEMPTION OF SECURITIES


 


	
SECTION 11.1


	
APPLICABILITY
OF ARTICLE.






 


Securities of any series
that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for such Securities) in accordance with this Article.


 


	
SECTION 11.2


	
ELECTION TO
REDEEM; NOTICE TO TRUSTEE.






 


The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1
for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series
(including any such redemption affecting only a single Security), the Company shall, at least 45 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,
of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction.


 


53


 









 


 


 


	
SECTION 11.3


	
SELECTION BY
TRUSTEE OF SECURITIES TO BE REDEEMED.






 


If less than all the
Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed
or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for
redemption, by lot, or in the Trustee's discretion, on a pro-rata basis, provided that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such
redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence.


 


If any Security selected for
partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so
selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities that have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding
for the purpose of such selection.


 


The Trustee shall promptly
notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions of the two
preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such
Security.


 


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


 


	
SECTION 11.4


	
NOTICE OF
REDEMPTION.






 


Notice of redemption shall
be given by first-class mail, postage prepaid, mailed not fewer 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 each Holder of Securities to be redeemed, at its address
appearing in the Security Register.


 





All notices of redemption shall state:


 



	
 


	
(1)


	
the
Redemption Date,




	 
	
 


	
(2)


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


	 
	
 


	
(3)


	
if less than
all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to






 


 


54


 










	
 


	


	
be redeemed
and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal
amount of the particular Security to be redeemed,


	 
	
 


	
(4)


	
in case any
Security is to be redeemed in part only, 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,


	 
	
 


	
(5)


	
that on the
Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,


	 
	
 


	
(6)


	
the place or
places where each such Security is to be surrendered for payment of the Redemption Price,


	 
	
 


	
(7)


	
if
applicable, the conversion price, the date on which the right to convert the principal 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,


	 
	
 


	
(8)


	
that the
redemption is for a sinking fund, if such is the case, and


	 
	
 


	
(9)


	
the CUSIP
number or numbers and/or common codes of the Security being 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 and shall be irrevocable. 


 


	
SECTION 11.5


	
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 10.3) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.


 


If any Security called for
redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the
redemption of such Security shall (subject to the right of any Holder of such Security to receive interest as provided in the last
paragraph of Section 3.7) be paid to the Company on Company Request, or if then held by the Company, shall be discharged from such
trust.


 


 


55


 









 


 


	
SECTION 11.6


	
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. Upon surrender of any such Security for redemption in accordance
with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.7.


 


If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the Security.


 


	
SECTION 11.7


	
SECURITIES
REDEEMED IN PART.






 


Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor,
of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE 12


 


SINKING FUNDS


 


	
SECTION 12.1


	
APPLICABILITY
OF ARTICLE.






 


The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.


 


The minimum amount of any
sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to
as an “optional sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption
of Securities as provided for by the terms of such Securities.


 


	
SECTION 12.2


	
SATISFACTION
OF SINKING FUND PAYMENTS WITH SECURITIES.






 


The Company (1) may deliver
Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of
all or any part of any sinking fund payment with respect to any Securities of such series 


 


56


 









 


required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have
not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee
at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly.


 


	
SECTION 12.3


	
REDEMPTION OF
SECURITIES FOR SINKING FUND.






 


Not fewer than 60 days prior
to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers' Certificate specifying
the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not fewer than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.



 


ARTICLE 13


 


DEFEASANCE AND COVENANT DEFEASANCE



 


SECTION 13.1
         COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.


 


The Company may elect, at
its option at any time, to have Section 13.2 or Section 13.3 applied to any Securities or any series of Securities, as the case
may be, designated pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance with any
applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article.
Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such
Securities.


 


	
SECTION 13.2


	
DEFEASANCE
AND DISCHARGE.






 


Upon the Company's exercise
of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations, and the provisions of Article 15 shall cease to be effective, with
respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 are
satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder:


 


(1)
         the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities when payments are due,


 


 


57


 









 


 


(2)
         the Company's obligations with
respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable, Article 14,


 


(3)
         the rights, powers, trusts, duties
and immunities of the Trustee hereunder, and


 


(4)
         this Article.





 


Subject to compliance with
this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the
prior exercise of its option (if any) to have Section 13.3 applied to such Securities.


 


	
SECTION 13.3


	
COVENANT
DEFEASANCE.






 


Upon the Company's exercise
of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, 


 


(1)
         the Company shall be released from
its obligations under Sections 10.6 and 10.7 and any covenants provided pursuant to Sections 3.1(19), 9.1(2) or 9.1(7) for the
benefit of the Holders of such Securities, 


 


(2)
         the occurrence of any event
specified in Section 5.1(4) (with respect to any of Sections 10.6 and 10.7 and any such covenants provided pursuant to Section
3.1(19), 9.1(2) or 9.1(7)) and the occurrence of any Event of Default specified pursuant to Section 3.1 shall be deemed not to be
or result in an Event of Default, and


 



(3)
         the provisions of Article 15 shall cease to be effective,






 


in each case with respect to such Securities or
any series of Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 are satisfied
(hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of Section 5.1(4) and the occurrence of any Event of
Default specified pursuant to Section 3.1) or Article 15, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be unaffected
thereby.


 


	
SECTION 13.4


	
CONDITIONS TO
DEFEASANCE OR COVENANT DEFEASANCE.






 


The following shall be the
conditions to the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be:



 


(1)
         The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section
6.9 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such
Securities,


 


 


58


 









 


 


(A)
         in the case of Securities of a series denominated in
currency of the United States of America, (i) cash in currency of the United States of America in an amount, or (ii) U.S.
Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment, an amount in cash, or (iii) a combination thereof,
or


 


(B)
          in the case of Securities of a series denominated
in currency other than that of the United States of America, (i) cash in the currency in which such series of Securities is
denominated in an amount, or (ii) Foreign Government Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, an amount
in cash, or (iii) a combination thereof, 


 


in each case sufficient, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any
premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and
such Securities.


 


(2)
         For Securities denominated in United
States dollars, in the event of an election to have Section 13.2 apply to any Securities or any series of Securities, as the case
may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that


 


(A)
          the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or 


 


(B)
          since the date of this instrument, there has been
a change in the applicable Federal income tax law,


 


in either case (A) or (B) to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.


 


(3)
         For Securities denominated in United
States dollars, in the event of an election to have Section 13.3 apply to any Securities or any series of Securities, as the case
may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same
times as would be the case if such deposit and Covenant Defeasance were not to occur. 


 


(4)
         The Company shall have delivered to
the Trustee an Officers' Certificate to the effect that neither such Securities nor any other Securities of the same series, if
then listed on any securities exchange, will be delisted as a result of such deposit.


 


59


 









 


 


(5)
         No event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at
any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).


 


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


 


(7)
         Such Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound.


 


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


 




(9)
         At the time of such deposit,  





 


(A)
          no default in the payment of any principal of or
premium or interest on any Senior Debt shall have occurred and be continuing,


 


(B)
          no event of default with respect to any Senior
Debt shall have resulted in such Senior Debt becoming, and continuing to be, due and payable prior to the date on which it would
otherwise have become due and payable (unless payment of such Senior Debt has been made or duly provided for), and 


 


(C)
          no other event of default with respect to any
Senior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior
Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable.


 


(10)
       The Company shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or
Covenant Defeasance have been complied with.


 


SECTION 13.5
         DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND
FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS


 


Subject to the provisions of
the last paragraph of Section 10.3, all money, U.S. Government Obligations and Foreign Government Obligations (including the
proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.6,
the Trustee and 


 


60


 









 


any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 13.4 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or
through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so
held in trust need not be segregated from other funds except to the extent required by law. Money, U.S. Government Obligations and
Foreign Government Obligations so held in trust shall not be subject to the provisions of Article 15.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.


 


Anything in this Article to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money,
U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 13.4 with respect to any
Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited
to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


	
SECTION 13.6


	

REINSTATEMENT.






 


If the Trustee or the Paying
Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section
13.2 or 13.3 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5
with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be

subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.



 


ARTICLE 14


 


CONVERSION OF SECURITIES


 


	
SECTION 14.1


	
APPLICABILITY
OF ARTICLE.






 


The provisions of this
Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and
the issuance of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified as contemplated
by Section 3.1 for the Securities of such series.


 


 


61


 









 


 


	
SECTION 14.2


	
EXERCISE OF
CONVERSION PRIVILEGE.






 


In order to exercise a
conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at
the office or agency maintained for that purpose pursuant to Section 10.2, accompanied by a duly executed conversion notice to the
Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified
portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with
address) in which the certificate or certificates for shares of Common Stock, which shall be issuable on such conversion, shall be
issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by or
accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the Holder or
its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from
the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date
(excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular
Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if
such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such
Security then being converted, and such interest shall be payable to such Holder notwithstanding the conversion of such Security,
subject to the provisions of Section 3.7 relating to the payment of Defaulted Interest by the Company. As promptly
as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section
3.3, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures
supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such
reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which
such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares
of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of
such Board Resolution, Officers' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional
share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have
been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall
have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid
(unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a
particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case
such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the
rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to
have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final
paragraph of Section 3.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the
Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company
issued upon such conversion.


 


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


 


 


62


 









 


 


	
SECTION 14.3


	
NO FRACTIONAL
SHARES.






 


No fractional share of
Common Stock of the Company shall be issued upon conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall
be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If, except for the provisions of this Section 14.3, any Holder of a Security or Securities would
be entitled to a fractional share of Common Stock of the Company upon the conversion of such Security or Securities, or specified
portions thereof, the Company shall pay to such Holder an amount in cash equal to the current market value of such fractional
share computed, (i) if such Common Stock is listed or admitted to unlisted trading privileges on a national securities
exchange or market, on the basis of the last reported sale price regular way on such exchange or market on the last trading day
prior to the date of conversion upon which such a sale shall have been effected, or (ii) if such Common Stock is not at the time
so listed or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the average of
the bid and asked prices of such Common Stock in the over-the-counter market, on the last trading day prior to the date of
conversion, as reported by the National Quotation Bureau, Incorporated or similar organization if the National Quotation Bureau,
Incorporated is no longer reporting such information, or if not so available, the fair market price as determined by the Board of
Directors. For purposes of this Section, “trading day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
other than any day on which the Common Stock is not traded on the Nasdaq National Market, or if the Common Stock is not
traded on the Nasdaq National Market, on the principal exchange or market on which the Common Stock is traded or quoted.



 


	
SECTION 14.4


	
ADJUSTMENT OF
CONVERSION PRICE.






 


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


 


Whenever the conversion
price is adjusted, the Company shall compute the adjusted conversion price in accordance with terms of the applicable Board
Resolution or supplemental indenture and shall prepare an Officers' Certificate setting forth the adjusted conversion price and
showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each
office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2 and, if different, with the
Trustee. The Company shall forthwith cause a notice setting forth the adjusted conversion price to be mailed, first class postage
prepaid, to each Holder of Securities of such series at its address appearing on the Security Register and to any conversion agent
other than the Trustee.


 


	
SECTION 14.5


	
NOTICE OF
CERTAIN CORPORATE ACTIONS.






 


	
 


	
In case:







 


(1)
         the Company shall declare a dividend
(or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend
for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 14.4; or



 


(2)
         the Company shall authorize the
granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or
purchase 


 


63


 









 


any shares of capital stock
of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required);
or


 


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


 


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


 


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


 


	
SECTION 14.6


	
RESERVATION
OF SHARES OF COMMON STOCK.






 


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


 


	
SECTION 14.7


	
PAYMENT OF
CERTAIN TAXES UPON CONVERSION.






 


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


 


	
SECTION 14.8


	

NONASSESSABILITY.






 


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


 


SECTION 14.9
         PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF
ASSETS.


 


 


64


 









 


 


In case of any consolidation
or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger
which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the
Company) or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the Person formed by
such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each Security of a series then Outstanding that is convertible
into Common Stock of the Company shall have the right thereafter (which right shall be the exclusive conversion right thereafter
available to said Holder), during the period such Security shall be convertible, to convert such Security
only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease by a holder of the number of shares of Common Stock of the Company into which such Security might have been
converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common
Stock of the Company (i) is not a Person with which the Company consolidated or merged with or into or which merged into or with
the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”),
or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that
if the kind or amount of securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised (“Non-electing Share”), then for the purpose of
this Section 14.9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and amount so
receivable per share by a plurality of the Non-electing Shares). Such supplemental indenture shall provide for adjustments which,
for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article or in accordance with the terms of the supplemental indenture or Board
Resolutions setting forth the terms of such adjustments. The above provisions of this Section 14.9 shall similarly apply to
successive consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution of such a supplemental
indenture shall be given by the Company to the Holder of each Security of a series that is convertible into Common Stock of the
Company as provided in Section 1.6 promptly upon such execution.


 


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


 


 


65


 









 


 


	
SECTION 14.10


	
DUTIES OF
TRUSTEE REGARDING CONVERSION.






 


Neither the Trustee nor any
conversion agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts exist which may require any adjustment of the
conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method
employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument
executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion
agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the
Company, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities and
neither the
Trustee nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 6.1, neither
the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares
of its Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of
conversion or to comply with any of the covenants of the Company contained in this Article 14 or in the applicable supplemental
indenture, resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the
Company.


 


	
SECTION 14.11


	
REPAYMENT OF
CERTAIN FUNDS UPON CONVERSION.






 


Any funds which at any time
shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the
principal of, and premium, if any, and interest, if any, on any of the Securities (including, but not limited to, funds deposited
for the sinking fund referred to in Article 12 hereof and funds deposited pursuant to Article 13 hereof) and which shall not be
required for such purposes because of the conversion of such Securities as provided in this Article 14 shall after such conversion
be repaid to the Company by the Trustee upon the Company's written request. 


 


ARTICLE 15


 


SUBORDINATION OF SECURITIES


 


	
SECTION 15.1


	
AGREEMENT OF
SUBORDINATION.






 


Except as otherwise provided
in a supplemental indenture or pursuant to Section 3.1, the Company covenants and agrees, and each Holder of Securities issued
hereunder by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions
of this Article 15; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange
thereof, accepts and agrees to be bound by such provisions.


 


The payment of the principal
of, premium, if any, and interest on all Securities (including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article 11 as provided in the Indenture) issued hereunder shall, to the extent
and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all
Senior Debt, whether outstanding at the date of this Indenture or thereafter incurred.


 


No provision of this Article
15 shall prevent the occurrence of any default or Event of Default hereunder.


 


	
SECTION 15.2


	
PAYMENTS TO
HOLDERS.






 


 


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No payment shall be made
with respect to the principal of, or premium, if any, or interest on the Securities (including, but not limited to, the redemption
price with respect to the Securities to be called for redemption in accordance with Article 11 as provided in the Indenture),
except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5, if:



 


(i)
          a default in the payment of
principal, premium, if any, interest, rent or other obligations due on any Senior Debt occurs and is continuing (or, in the case
of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if
any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such
default shall have been cured or waived or shall have ceased to exist; or


 


(ii)
         a default, other than a Payment
Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to
accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a holder of
Designated Senior Debt, a Representative of Designated Senior Debt or the Company (a “Non-Payment Default”).


 


If the Trustee receives any
Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior
Payment Blockage Notice. No Non-Payment Default that existed or was continuing on the date of delivery of any Payment Blockage
Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. 


 


The Company may and shall
resume payments on and distributions in respect of the Securities upon the earlier of: 


 


(1)
         in the case of any Payment Default,
the date upon which the Payment Default is cured or waived or ceases to exist, or 


 


(2)
         in the case of a Non-Payment
Default, the earlier of (a) the date upon which such Non-Payment Default is cured, waived or ceases to exist or (b) 179 days after
the date on which the applicable Payment Blockage Notice is received by the Trustee, 


 


unless this Article 15 otherwise prohibits the
payment or distribution at such time.


 


Upon any payment or
distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, reorganization, liquidation, receivership or other proceedings, or upon an assignment for the benefit of creditors or
any marshalling of the assets and liabilities of the Company, or otherwise, all amounts due or to become due upon all Senior Debt
shall first be paid in full in cash or other payment satisfactory to the holders of such Senior Debt, or payment thereof in
accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Debt, before any
payment is made on account of the principal of, premium, if any, or interest on the Securities (except payments made pursuant to
Article 4 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution,
winding-up, liquidation, reorganization, assignment for the benefit of creditors or the marshalling of assets and liabilities of
the Company); and upon any such dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or
marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by
the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or 


 


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securities, to which the Holders of the
Securities or the Trustee would be entitled, except for the provision of this Article 15, shall (except as aforesaid) be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to
the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders,
or as otherwise required by law or a court order) or their Representative or Representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of such
Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any
payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee.


 


For purposes of this Article
15, 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, the payment of which is subordinated at least to the extent provided in this Article 15 with respect to the
Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by
the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt
(other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent
of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in
Article 8 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.2 if
such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article 8.


 


In the event of the
acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any
Holder of Securities in respect of the principal of, premium, if any, or interest on the Securities (including, but not limited
to, the redemption price with respect to the Securities called for redemption in accordance with Article 11 as provided in the
Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 15.5,
until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such
acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of
an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.


 


In the event that,
notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall
be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full in cash or other payment
satisfactory to the holders of such Senior Debt, or provision is made for such payment thereof in accordance with its terms in
cash or other payment satisfactory to the holders of such Senior Debt, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued,
as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all Senior Debt in full in cash or other payment satisfactory to the holders of
such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. 



 


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Nothing in this Section 15.2
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7. This Section 15.2 shall be subject to the
further provisions of Section 15.5.


 


	
SECTION 15.3


	
SUBROGATION
OF SECURITIES.






 


Subject to the payment in
full of all Senior Debt, the rights of the Holders of the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 15 (equally and ratably with the
holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to
substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of
the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the
Senior Debt until the principal, premium, if any, and interest on the Securities shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 15, and no payment
over pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Debt by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Holders of the
Securities, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payments or distributions of
cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions of this
Article 15, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to
or for the account of the Securities. It is understood that the provisions of this Article 15 are and are intended solely for the
purposes of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Debt, on the other hand.


 


Nothing contained in this
Article 15 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Debt, 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) and interest on the Securities as
and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Debt, nor shall anything
herein or therein 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 15 of the holders of
Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy.


 


Upon any payment or
distribution of assets of the Company referred to in this Article 15, the Trustee, subject to the provisions of Section 6.1, 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 such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such 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
distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon and all
other facts pertinent thereto or to this Article 15. 


 


	
SECTION 15.4


	
AUTHORIZATION
TO EFFECT SUBORDINATION.






 


Each Holder of a Security by
the holder's acceptance thereof authorizes and directs the Trustee on the holder's behalf to take such action as may be necessary
or appropriate to effectuate the subordination 


 


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as provided in this Article 15 and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in Section 5.4 hereof at least 30 days before the
expiration of the time to file such claim, the holders of any Senior Debt or their representatives are hereby authorized to file
an appropriate claim for and on behalf of the Holders of the Securities.


 


	
SECTION 15.5


	
NOTICE TO
TRUSTEE.






 


The Company shall give
prompt written notice in the form of an Officers' Certificate to a Responsible Officer of the Trustee and to any Paying Agent of
any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in
respect of the Securities pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any
other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this
Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate
Trust Office from the Company (in the form of an Officers' Certificate) or a Representative or a holder or holders of
Senior Debt or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not
fewer than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose
(including, without limitation, the payment of the principal of, or premium, if any, or interest on any Security) the Trustee
shall not have received, with respect to such monies, the notice provided for in this Section 15.5, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the
same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by
it on or after such prior date. 


 


Notwithstanding anything in
this Article 15 to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it
pursuant to Section 4.1, and any such payment shall not be subject to the provisions of Section 15.1 or 15.2.


 


The Trustee, subject to the
provisions of Section 6.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person
representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been
given by a Representative or a holder of Senior Debt or a trustee on behalf of any such holder or holders. The Trustee shall not
be required to make any payment or distribution to or on behalf of a holder of Senior Debt pursuant to this Article 15 unless it
has received satisfactory evidence as to the amount of Senior Debt held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this
Article 15.


 


	
SECTION 15.6


	
TRUSTEE'S
RELATION TO SENIOR DEBT.






 


The Trustee in its
individual capacity shall be entitled to all the rights set forth in this Article 15 in respect of any Senior Debt at any time
held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any
of its rights as such holder.


 


With respect to the holders
of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set
forth in this Article 15, and no implied covenants or obligations with respect to the holders of Senior Debt 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 Debt and,
subject to the provisions of Section 6.1, the Trustee shall not be liable to any holder of Senior 


 


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Debt (i) for any failure to make any payments or
distributions to such holders or (ii) if it shall pay over or deliver to Holders of Securities, the Company or any other Person
money or assets to which any holder of Senior Debt shall be entitled by virtue of this Article 15 or otherwise.


 


	
SECTION 15.7


	
NO IMPAIRMENT
OF SUBORDINATION.






 


No right of any present or
future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company, the Trustee or any Holder of Securities with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.


 


	
SECTION 15.8


	
CERTAIN
CONVERSIONS/EXCHANGES DEEMED PAYMENT.






 


For the purposes of this
Article 15 only, (1) the issuance and delivery of junior securities upon conversion or exchange of Securities in accordance with
Article 14 or otherwise (except upon conversion of the Securities in accordance with their terms) shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium, if any) or interest on Securities or on account
of the purchase or other acquisition of Securities, and (2) the payment, issuance or delivery of cash (except in satisfaction of
fractional shares pursuant to Section 14.3), property or securities (other than junior securities) upon conversion or exchange of
a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section
15.8, the term “junior securities” means (a) shares of any stock of any class of the Company, or (b) securities
of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated
as provided in this Article. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Securities is intended
to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders of Securities, the
right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article 14.



 


	
SECTION 15.9


	
ARTICLE
APPLICABLE TO PAYING AGENTS.






 


If at any time any Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section 15.5 shall not apply to the Company or any Affiliate
of the Company if the Company or such Affiliate acts as Paying Agent.


 


The Trustee shall not be
responsible for the actions or inactions of any other Paying Agents (including the Company if acting as its own Paying Agent) and
shall have no control of any funds held by such other Paying Agents. 


 


	
SECTION 15.10


	
SENIOR DEBT
ENTITLED TO RELY.






 


The holders of Senior Debt
(including, without limitation, Designated Senior Debt) shall have the right to rely upon this Article 15, and no amendment or
modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in
writing thereto.


 


 


71


 









 


 


SECTION 15.11
      RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.



 


Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any
order or decree entered by any court of competent jurisdiction in which such dissolution, winding up, liquidation, reorganization,
assignment for the benefit of creditors or marshalling of assets and liabilities of the Company or bankruptcy, insolvency,
receivership or other like proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution,
the holders of Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article. 


 


	
SECTION 15.12


	
TRUST MONIES
NOT SUBORDINATED.






 


Notwithstanding anything
contained herein to the contrary, payments from money, U.S. Government Obligations and/or Foreign Government Obligations held in
trust under Article 4 or Article 13 by the Trustee for the payment of the principal of, premium, if any, and interest on the
Securities shall not be subordinated to the prior payment in full of any Senior Debt of the Company or subject to the restrictions
set forth in this Article 15, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder
of Senior Debt of the Company or any other creditor of the Company. 


 


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


 


	
 


	
ENERGY
CONVERSION DEVICES, INC.


 



 



By:
____________________________________


 




Title: ___________________________________


 



 




              
_________________________________,


as Trustee



 



By:
_____________________________________


 



Title:
____________________________________


 



 







 


 


 


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