EXHIBIT 4.5






EXHIBIT 4.5


ARMOUR RESIDENTIAL REIT, INC.


and


_________________________________,


Trustee


INDENTURE


Dated as of _________, ___


Providing for Issuance of Senior Debt
Securities in Series


 












 


 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	SECTION 1.01	 	DEFINITIONS	1
	 	SECTION 1.02	 	COMPLIANCE CERTIFICATES AND OPINIONS	9
	 	SECTION 1.03	 	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	10
	 	SECTION 1.04	 	ACTS OF SECURITYHOLDERS	10
	 	SECTION 1.05	 	NOTICES, ETC., TO TRUSTEE AND COMPANY	12
	 	SECTION 1.06	 	NOTICES TO SECURITYHOLDERS; WAIVER	12
	 	SECTION 1.07	 	CONFLICT WITH TRUST INDENTURE ACT	12
	 	SECTION 1.08	 	EFFECT OF HEADINGS AND TABLE OF CONTENTS	13
	 	SECTION 1.09	 	SUCCESSORS AND ASSIGNS	13
	 	SECTION 1.10	 	SEPARABILITY CLAUSE	13
	 	SECTION 1.11	 	BENEFITS OF INDENTURE	13
	 	SECTION 1.12	 	GOVERNING LAW	13
	 	SECTION 1.13	 	COUNTERPARTS	13
	 	SECTION 1.14	 	JUDGMENT CURRENCY	13
	 	SECTION 1.15	 	LEGAL HOLIDAYS	14
	 	SECTION 1.16	 	AGENT FOR SERVICE; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES AND JURY TRIAL	14
	ARTICLE II	SECURITY FORMS	15
	 	SECTION 2.01	 	FORMS GENERALLY	15
	 	SECTION 2.02	 	FORMS OF SECURITIES	15
	 	SECTION 2.03	 	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	15
	 	SECTION 2.04	 	SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY	16
	ARTICLE III	THE SECURITIES	18
	 	SECTION 3.01	 	GENERAL TITLE; GENERAL LIMITATIONS; ISSUABLE IN SERIES; TERMS OF PARTICULAR SERIES	18
	 	SECTION 3.02	 	DENOMINATIONS	20
	 	SECTION 3.03	 	EXECUTION, AUTHENTICATION AND DELIVERY AND DATING	20
	 	SECTION 3.04	 	TEMPORARY SECURITIES	22
	 	SECTION 3.05	 	REGISTRATION, TRANSFER AND EXCHANGE	22
	 	SECTION 3.06	 	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	23
	 	SECTION 3.07	 	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	24
	 	SECTION 3.08	 	PERSONS DEEMED OWNERS	25
	 	SECTION 3.09	 	CANCELLATION	25
	 	SECTION 3.10	 	CUSIP AND CINS NUMBERS	26
	 	SECTION 3.11	 	COMPUTATION OF INTEREST	26
	 	SECTION 3.12	 	DELAYED ISSUANCE OF SECURITIES	26
	ARTICLE IV	SATISFACTION AND DISCHARGE; DEFEASANCE	27
	 	SECTION 4.01	 	SATISFACTION AND DISCHARGE OF INDENTURE	27
	 	SECTION 4.02	 	APPLICATION OF TRUST MONEY	28
	 	SECTION 4.03	 	DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT OBLIGATIONS	28
	 	SECTION 4.04	 	REINSTATEMENT	30
	ARTICLE V	REMEDIES	30
	 	SECTION 5.01	 	EVENTS OF DEFAULT	30
	 	SECTION 5.02	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	32
	 	SECTION 5.03	 	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	33
	 	SECTION 5.04	 	TRUSTEE MAY FILE PROOFS OF CLAIM	34
	 	SECTION 5.05	 	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES	35
	 	SECTION 5.06	 	APPLICATION OF MONEY COLLECTED	35


i







 


	 	 	 	 	 
	 	SECTION 5.07	 	LIMITATION ON SUITS	35
	 	SECTION 5.08	 	UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST	36
	 	SECTION 5.09	 	RESTORATION OF RIGHTS AND REMEDIES	36
	 	SECTION 5.10	 	RIGHTS AND REMEDIES CUMULATIVE	36
	 	SECTION 5.11	 	DELAY OR OMISSION NOT WAIVER	36
	 	SECTION 5.12	 	CONTROL BY SECURITYHOLDERS	36
	 	SECTION 5.13	 	WAIVER OF PAST DEFAULTS	37
	 	SECTION 5.14	 	UNDERTAKING FOR COSTS	37
	 	SECTION 5.15	 	WAIVER OF STAY OR EXTENSION LAWS	37
	ARTICLE VI	THE TRUSTEE	38
	 	SECTION 6.01	 	CERTAIN DUTIES AND RESPONSIBILITIES	38
	 	SECTION 6.02	 	NOTICE OF DEFAULTS	39
	 	SECTION 6.03	 	CERTAIN RIGHTS OF TRUSTEE. EXCEPT AS OTHERWISE PROVIDED IN	 
	 	SECTION 6.01:	 	 	39
	 	SECTION 6.04	 	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	40
	 	SECTION 6.05	 	MAY HOLD SECURITIES	41
	 	SECTION 6.06	 	MONEY HELD IN TRUST	41
	 	SECTION 6.07	 	COMPENSATION AND REIMBURSEMENT	41
	 	SECTION 6.08	 	DISQUALIFICATION; CONFLICTING INTERESTS	42
	 	SECTION 6.09	 	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	42
	 	SECTION 6.10	 	RESIGNATION AND REMOVAL	42
	 	SECTION 6.11	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	44
	 	SECTION 6.12	 	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	45
	 	SECTION 6.13	 	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	45
	 	SECTION 6.14	 	APPOINTMENT OF AUTHENTICATING AGENT	45
	ARTICLE VII	SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	47
	 	SECTION 7.01	 	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS	47
	 	SECTION 7.02	 	PRESERVATION OF INFORMATION; COMMUNICATIONS TO SECURITYHOLDERS	47
	 	SECTION 7.03	 	REPORTS BY TRUSTEE	48
	 	SECTION 7.04	 	REPORTS BY COMPANY	49
	ARTICLE VIII	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	49
	 	SECTION 8.01	 	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER ON CERTAIN TERMS	49
	 	SECTION 8.02	 	SUCCESSOR PERSON SUBSTITUTED	49
	ARTICLE IX	SUPPLEMENTAL INDENTURES	50
	 	SECTION 9.01	 	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS	50
	 	SECTION 9.02	 	SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS	51
	 	SECTION 9.03	 	EXECUTION OF SUPPLEMENTAL INDENTURES	52
	 	SECTION 9.04	 	EFFECT OF SUPPLEMENTAL INDENTURES	53
	 	SECTION 9.05	 	CONFORMITY WITH TRUST INDENTURE ACT	53
	 	SECTION 9.06	 	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	53
	 	SECTION 9.07	 	NOTICE OF SUPPLEMENTAL INDENTURES	53
	 	SECTION 9.08	 	REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS	53
	ARTICLE X	COVENANTS	54
	 	SECTION 10.01	 	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	54
	 	SECTION 10.02	 	MAINTENANCE OF OFFICE OR AGENCY	54
	 	SECTION 10.03	 	MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST	54
	 	SECTION 10.04	 	STATEMENT AS TO COMPLIANCE	55
	 	SECTION 10.05	 	LEGAL EXISTENCE	56


ii







 


	 	 	 	 	 
	 	SECTION 10.06	 	WAIVER OF CERTAIN COVENANTS	56
	ARTICLE XI	REDEMPTION OF SECURITIES	56
	 	SECTION 11.01	 	APPLICABILITY OF ARTICLE	56
	 	SECTION 11.02	 	ELECTION TO REDEEM; NOTICE TO TRUSTEE	57
	 	SECTION 11.03	 	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	57
	 	SECTION 11.04	 	NOTICE OF REDEMPTION	58
	 	SECTION 11.05	 	DEPOSIT OF REDEMPTION PRICE	58
	 	SECTION 11.06	 	SECURITIES PAYABLE ON REDEMPTION DATE	59
	 	SECTION 11.07	 	SECURITIES REDEEMED IN PART	59
	 	SECTION 11.08	 	PROVISIONS WITH RESPECT TO ANY SINKING FUNDS	59
	 	SECTION 11.09	 	RESCISSION OF REDEMPTION	60
	ARTICLE XII	GUARANTEES	61
	 	SECTION 12.01	 	GUARANTEES	61


iii










INDENTURE


THIS INDENTURE between
ARMOUR RESIDENTIAL REIT, INC., a Maryland corporation (hereinafter called the “Company”) having its principal office
at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, and, as trustee (hereinafter called the “Trustee”), is made and
entered into as of ____________, ___.


RECITALS OF THE COMPANY


The Company has
duly authorized the execution and delivery of this Indenture to provide for the issuance of its debentures, notes, bonds or other
evidences of indebtedness, in an unlimited aggregate principal amount, to be issued in one or more fully registered series.


This Indenture is
subject to the provisions of the Trust Indenture Act that are deemed to be incorporated into this Indenture and shall, to the extent
applicable, be governed by such provisions.


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


AGREEMENTS OF THE PARTIES


To set forth or
to provide for the establishment of the terms and conditions upon which the Securities are and are to be authenticated, issued
and delivered, and in consideration of the premises and the purchase of Securities by the Holders thereof, it is mutually agreed
as follows, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as the case may be:


ARTICLE
I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


Section 1.01.              
Definitions. For all purposes of this Indenture and of any indenture supplemental hereto, 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 or by Commission rule under the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them herein;


(3)                
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP 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 and any accounting rules or interpretations promulgated by
the Commission as are generally accepted in the United States of America at the date of this Indenture; and


(4)                
all references in this instrument to designated “Articles”, “Sections” and other subdivisions are
to the designated Articles, Sections and other subdivisions of this instrument as originally executed. 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.


Certain terms,
used principally in Article VI, are defined in that Article.


“Act”,
when used with respect to any Securityholder, has the meaning specified in Section 1.04.


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


“Authenticating
Agent” means any Person authorized by the Company to authenticate Securities under Section 6.14.


“Board of
Directors” means (i) the board of directors of the Company, (ii) any duly authorized committee of such board, (iii) any committee
of officers of the Company or (iv) any officer of the Company acting, in the case of clauses (iii) or (iv), pursuant to authority
granted by the board of directors of the Company or any committee of such board.


“Board Resolution”
means a copy of a resolution certified by the Secretary or any 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” means, with respect to any series of Securities, unless otherwise specified in a Board Resolution, in an indenture supplemental
hereto or an Officer’s Certificate with respect to a particular series of Securities, each day which is not a Saturday, Sunday
or other day on which banking institutions in the pertinent Place or Places of Payment or the city in which the Corporate Trust
Office is located are authorized or required by law or executive order to be closed.


“Closing Price”
of the Common Stock or other Marketable Security, as the case may be, shall mean the last reported sale price of such stock or
other Marketable Security (regular way) as shown on the Composite Tape of the NYSE (or, if such stock or other Marketable Security
is not listed or admitted to trading on the NYSE, on the principal national securities exchange on which such stock or other Marketable
Security is listed or admitted to trading, including the NASDAQ), or, in case no such sale takes place on such day, the average
of the closing bid and asked prices on the NYSE (or, if such stock or other Marketable Security is not listed or admitted to trading
on the NYSE, on the principal national securities exchange on which such stock or other Marketable Security is listed or admitted
to trading, including the NASDAQ), or if such stock or other Marketable Security is not so reported, the average of the closing
bid and asked prices as furnished by any member of the Financial Industry Regulatory Authority, selected from time to time by the
Company for that purpose.


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this 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”
shall mean the Common Stock, par value $0.01 per share, of the Company authorized at the date of this Indenture as originally signed,
or any other class of stock resulting from successive changes or reclassifications of such Common Stock, and in any such case including
any shares thereof authorized after the date of this Indenture.


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


“Company Request”,
“Company Order” and “Company Consent” mean a written request, order or consent, respectively, signed in
the name of the Company by its Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Controller,
General Counsel, Secretary or any Vice President, and delivered to the Trustee.


5








“Conversion
Price” means, with respect to any series of Securities which are convertible into Common Stock or other Marketable Securities,
the price per share of Common Stock or the price per designated unit of other Marketable Security at which the Securities of such
series are so convertible as set forth in the Board Resolution or indenture supplemental hereto with respect to such series (or
in any indenture supplemental hereto entered into pursuant to Section 9.0 1(9) with respect to such series), as the same may be
adjusted from time to time in accordance with an indenture supplemental hereto.


“Corporate
Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at


_____________________,


Attn: ________________


“Current Market
Price” on any date shall mean the average of the daily Closing Prices per share of Common Stock or of such other Marketable
Securities for any 30 consecutive Trading Days selected by the Company prior to the day in question, which 30 consecutive Trading
Day period shall not commence more than 45 Trading Days prior to the day in question.


“Defaulted
Interest” has the meaning specified in Section 3.07.


“Depository”
means, unless otherwise specified by the Company pursuant to either Section 2.04 or 3.01, with respect to Securities of any series
issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered
as a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation.


 “Discharged”
has the meaning specified in Section 4.03.


“Event of
Default” has the meaning specified in Article V.


“Federal Bankruptcy
Act” has the meaning specified in Section 5.0 1(5).


“GAAP”
means generally accepted accounting principles as such principles are in effect in the United States as of the date of this Indenture.


“Global Security”,
when used with respect to any series of Securities issued hereunder, means a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depository or pursuant to the Depository’s instruction, all in accordance with this Indenture
and an indenture supplemental hereto, if any, or Board Resolution and pursuant to a Company Request, which shall be registered
in the name of the Depository or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series or any portion thereof, in either case having the same terms,
including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method
of determining interest.


“Guarantee”
means the guarantees specified in Section 12.01(a).


“Guarantor”
means any Person who guarantees any series of Securities issued hereunder as specified in Section 12.01(a).


“Holder”,
when used with respect to any Security, means a Securityholder, which means a Person in whose name a security is registered in
the Security Register.


“Indenture”
or “this Indenture” means 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


6








pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 3.01.


“Interest”,
with respect to the Securities, means interest on the Securities; provided, that, when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, the term means interest payable after Maturity.


“Interest
Payment Date”, when used with respect to any series of Securities, means the Stated Maturity of any installment of interest
on those Securities.


“Marketable
Security” means any common stock, debt security or other security of a Person which is (or will, upon distribution thereof,
be) listed on the NYSE, the NYSE Amex, NASDAQ or any other national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, as amended, or approved for quotation in any system of automated dissemination of quotations of securities
prices in the United States or for which there is a recognized market maker or trading market.


“Maturity”,
when used with respect to any Securities, means the date on which the principal of any such Security becomes due and payable as
therein or herein provided, whether on a Repayment Date, at the Stated Maturity or by declaration of acceleration, call for redemption
or otherwise.


“NASDAQ”
shall mean the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market. “NYSE” shall mean
the New York Stock Exchange, Inc.


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, President, Chief Executive Officer, Chief Financial
Officer, Treasurer, Controller, General Counsel, Secretary or any Vice President, and delivered to the Trustee. Wherever this Indenture
requires that an Officers’ Certificate be signed also by a financial expert or an accountant or other expert, such financial
expert, accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Company,
and shall be acceptable to the Trustee.


“Opinion of
Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an employee
of or of counsel to the Company, which is delivered to the Trustee.


“Original
Issue Discount Security” means (i) any Security which provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof, and (ii) any other security which is issued with “original
issue discount” within the meaning of Section 1273(a) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder.


“Outstanding”,
when used with respect to the Securities or Securities of any series, means, as of the date of determination, all such Securities
theretofore authenticated and delivered under this Indenture, except:


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


(ii)                
such Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent in trust 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 reasonably satisfactory to the Trustee has
been made; and


(iii)               
such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, or which shall have been paid pursuant to the terms of Section 3.06 (except with respect to any such Security as to

7








which proof satisfactory
to the Trustee is presented that such Security is held by a Person in whose hands such Security is a legal, valid and binding obligation
of the Company).


In determining whether
the Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of any Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of the taking of such action
upon a declaration of acceleration of the Maturity thereof, and (ii) 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.
In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer assigned to the Corporate Trust Department of the Trustee knows
to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor 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 to act as owner 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 such other obligor.


“Paying Agent”
means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf
of the Company. The Company initially authorizes the Trustee to act as Paying Agent for the Securities on its behalf. The Company
may at any time and from time to time authorize one or more Persons to act as Paying Agent in addition to or in place of the Trustee
with respect to any series of Securities issued under this Indenture.


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


“Place of
Payment” means with respect to any series of Securities issued hereunder, the city or political subdivision so designated
with respect to the series of Securities in question in accordance with the provisions of Section 3.01.


“Predecessor
Securities” 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 3.06 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or
stolen Security.


“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 specified in the Security at which it is to
be redeemed pursuant to this Indenture.


 “Redemption
Rescission Event” shall mean the occurrence of (a) any general suspension of trading in, or limitation on prices for, securities
on the principal national securities exchange on which shares of Common Stock or Marketable Securities are registered and listed
for trading (or, if shares of Common Stock or Marketable Securities are not registered and listed for trading on any such exchange,
in the over−the−counter market) for more than six−and−one−half (6−1/2) consecutive trading
hours, (b) any decline in either the Dow Jones Industrial Average or the S&P 500 Index (or any successor index published by
Dow Jones & Company, Inc. or S&P) by either (i) an amount in excess of 10%, measured from the close of business on any
Trading Day to the close of business on the next succeeding Trading Day during the period commencing on the Trading Day preceding
the day notice of any redemption of Securities is given (or, if such notice is given after the close of business on a Trading Day,
commencing on such Trading Day) and ending at the time and date fixed for redemption in such notice or (ii) an amount in excess
of 15% (or if the time and date fixed for redemption is more than 15 days following the date on which such notice of redemption
is given, 20%), measured from the close of business on the Trading Day preceding the day


8








notice of such redemption
is given (or, if such notice is given after the close of business on a Trading Day, from such Trading Day) to the close of business
on any Trading Day at or prior to the time and date fixed for redemption, (c) a declaration of a banking moratorium or any suspension
of payments in respect of banks by Federal or state authorities in the United States or (d) the occurrence of an act of terrorism
or commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the
United States which in the reasonable judgment of the Company could have a material adverse effect on the market for the Common
Stock or Marketable Securities.


“Regular Record
Date” for the interest payable on any Security on any Interest Payment Date means the date specified in such Security as
the Regular Record Date.


“Repayment
Date”, when used with respect to any Security to be repaid, means the date fixed for such repayment pursuant to such Security.
“Repayment Price”, when used with respect to any Security to be repaid, means the price at which it is to be repaid
pursuant to such Security. “Required Currency”, when used with respect to any Security, has the meaning set forth in
Section 1.14.


“Responsible
Officer”, when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration
of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject.


“Responsible
Officer”, when used with respect to the Company, means any of the Chairman of the Board, President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Controller, General Counsel, Secretary or any Vice President (or any equivalent of the foregoing
officers).


“S&P”
means Standard & Poor’s Rating Service or any successor to the rating agency business thereto.


“Security”
or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness,
as the case may be, of any series authenticated and delivered from time to time under this Indenture.


“Security
Register” shall have the meaning specified in Section 3.05.


“Security
Registrar” means the Person who keeps the Security Register specified in Section 3.05. The Company initially appoints the
Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize
any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.


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


“Significant
Subsidiary” means any Subsidiary which would be a “significant subsidiary” as defined in Article 1, Rule 12 of
Regulation S −X, promulgated pursuant to the Securities Act of 1933, as in effect on the date of this Indenture.


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


“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, with respect to any Person, any corporation more than 50% of the voting stock of which is owned directly or indirectly by
such Person, and any partnership, association, joint


9








venture or other entity
in which such Person owns more than 50% of the equity interests or has the power to elect a majority of the board of directors
or other governing body.


“Trading Day”
shall mean, with respect to the Common Stock or a Marketable Security, so long as the common stock or such Marketable Security,
as the case may be, is listed or admitted to trading on the NYSE, a day on which the NYSE is open for the transaction of business,
or, if the Common Stock or such Marketable Security, as the case may be, is not listed or admitted to trading on the NYSE, a day
on which the principal national securities exchange on which the Common Stock or such Marketable Security, as the case may be,
is listed is open for the transaction of business, or, if the Common Stock or such Marketable Security, as the case may be, is
not so listed or admitted for trading on any national securities exchange, a day on which the member of the Financial Industry
Regulatory Authority selected by the Company to provide pricing information for the Common Stock or such Marketable Security is
open for the transaction of business.


“Trust Indenture
Act” or “TIA” 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”
or “TIA” 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 and include each Person
who is then a Trustee hereunder. 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.


“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”, including without limitation, an assistant vice president.


“Voting Stock”,
as applied to the stock of any corporation, means stock of any class or classes (however designated) having by the terms thereof
ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation
other than stock having such power only by reason of the happening of a contingency.


“Yield to
Maturity” means the yield to maturity on a series of Securities, calculated by the Company at the time of issuance of such
series of Securities, or, if applicable, at the most recent redetermination of interest on such series, in accordance with accepted
financial practice.


Section 1.02.              
Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions
precedent, if any (including any covenants compliance with which constitutes a condition precedent), provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such Counsel all
such conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), have been
complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion
need be furnished.


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual statements
of compliance provided pursuant to Section 10.04) 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;


10








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


(3)                
a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not such 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 1.03.              
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 may certify or give an opinion as to the other matters, and any
such Person may certify or give an opinion as to such matters in one or several documents.


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


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


Section 1.04.              
Acts of Securityholders.


(1)                
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by Securityholders or Securityholders of any series may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing or may be embodied
in or evidenced by an electronic transmission which identifies the documents containing the proposal on which such consent is requested
and certifies such Securityholders’ consent thereto and agreement to be bound thereby; 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. If any Securities are denominated in coin or currency other than that of the United
States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any
action as herein described, the principal amount of such Securities shall be deemed to be that amount of United States dollars
that could be obtained for such principal amount on the basis of the spot rate of exchange into United States dollars for the currency
in which such Securities are denominated (as evidenced to the Trustee by an Officers’ Certificate) as of the date the taking
of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding
sentence. If any Securities are Original Issue Discount Securities, then for the purposes of determining whether the Holders of
the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Original Issue
Discount Securities shall be deemed to be the amount of the principal thereof that would be due and payable upon a declaration
of acceleration of the Maturity thereof as of the date the taking of such action by the Holders of such requisite principal amount
is evidenced to the Trustee as provided in the first sentence of this Section 1.04(a). Such instrument or instruments


11








(and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders 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 6.01) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section.


(2)                
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
to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument
or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.


(3)                
The ownership of Securities shall be proved by the Security Register.


(4)                
If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to
do so. Such record date shall be the later of 10 days prior to the first solicitation of such action or the date of the most recent
list of Holders furnished to the Trustee pursuant to Section 7.01. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record
at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Securities outstanding have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other action, and for that purpose the Securities outstanding shall be computed as of the record date;
provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later than six months after the record date, and that no
such authorization, agreement or consent may be amended, withdrawn or revoked once given by a Holder, unless the Company shall
provide for such amendment, withdrawal or revocation in conjunction with such solicitation of authorizations, agreements or consents
or unless and to the extent required by applicable law.


(5)                
Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall
bind the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon whether or not notation of
such action is made upon such Security.


Section 1.05.              
Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of
Securityholders 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 Securityholder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration; or


(2)                
the Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided
in Section 5.0 1(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if
in writing and mailed, first−class postage prepaid, to the Company addressed to it at the address of its principal office


12








specified in
the first paragraph of this instrument, Attention: Chief Financial Officer, or at the address last furnished in writing to the
Trustee by the Company.


Section 1.06.              
Notices to Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders of any event,
such notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed,
first−class postage prepaid, to each Securityholder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Securityholders is given by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Securityholder shall affect the sufficiency of such notice with respect to other Securityholders.
Where this Indenture or any Security 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 Securityholders 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 as a result of a strike, work stoppage or otherwise, it shall be impractical to mail
notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture,
then any method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to be a sufficient giving
of such notice.


Section 1.07.              
Conflict with Trust Indenture Act. If and to the extent that any provision hereof limits, qualifies or conflicts with the
duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation
of, any of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.


Section 1.08.              
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 1.09.              
Successors and Assigns. All covenants and agreements in this Indenture by the Company and the Guarantors, if any, shall
bind their respective 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 any Securities, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and the
Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim
under this Indenture.


Section 1.12.              
Governing Law. This Indenture shall be construed in accordance with and governed by the laws of the State of New York.


Section 1.13.              
Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same instrument.


Section 1.14.              
Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a)
if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, on the Securities of any series (the “Required Currency”) into a currency in which a judgment
will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in the City of New York the Required Currency with the Judgment Currency on
the New York Banking Day preceding that on which a final unappealable judgment


13







is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender,
or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than
the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative
or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt
shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment
being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means
any day except a Saturday, Sunday or a legal holiday in the City of New York or a day on which banking institutions in the City
of New York are authorized or required by law or executive order to close.


Section 1.15.              
Legal Holidays. In any case where any Interest Payment Date, Redemption Date, date established for payment of Defaulted
Interest pursuant to Section 3.07, Stated Maturity or Maturity with respect to any Security or other day on which principal or
interest is due, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or any Security) payment
of principal or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date, Redemption Date, date established for payment of Defaulted Interest pursuant
to Section 3.07 or Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest
Payment Date or other such day, Redemption Date, date established for payment of Defaulted Interest pursuant to Section 3.07, Stated
Maturity or Maturity, as the case may be, to the next succeeding Business Day.


Section 1.16.              
Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial. The Company and each Guarantor agree
that any suit, action or proceeding against the Company or any Guarantor arising out of or based upon this Indenture or the transactions
contemplated hereby may be instituted in any State or Federal court in The City of New York, New York, and waives any objection
which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the nonexclusive jurisdiction
of such courts in any suit, action or proceeding. The Company and each Guarantor shall maintain in the Borough of Manhattan, The
City of New York an office or agency to act as its authorized agent (the “Authorized Agent”) upon whom process may
be served in any suit, action or proceeding arising out of or based upon this Indenture, any Security or the transactions contemplated
herein or thereby which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts
the nonexclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company shall give prompt
written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the
Company shall fail to maintain such 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. The Company hereby designates
the Corporate Trust Office as the Authorized Agent and appoints the Trustee its agent to receive all such process so long as such
Corporate Trust Office remains the Authorized Agent. The Company and each Guarantor further agree to take any and all action as
may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of ten years
from the date of this Indenture. If for any reason the Authorized Agent shall cease to be available to act as such authorized agent
for the Company and any Guarantor, the Company and each Guarantor agree to designate a new agent in the State of New York on the
terms and for the purpose of this Section 1.16. The Company and each Guarantor hereby represent and warrant that the Authorized
Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each Guarantor
agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment
in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective
service of process upon the Company.


ARTICLE
II

SECURITY FORMS


Section 2.01.              
Forms Generally. The Securities shall have such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have


14








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 as may, consistently herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security.


The definitive Securities
shall be printed, lithographed or engraved or produced by any combination of these methods 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, subject, with respect to the Securities of any series, to the rules of any securities exchange on which such Securities
are listed.


Section 2.02.              
Forms of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution,
or established in one or more indentures supplemental hereto. Prior to the delivery of a Security to the Trustee for authentication
in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee the Board Resolution by or
pursuant to which such form of Security has been approved, which Board Resolution shall have attached thereto a true and correct
copy of the form of Security which has been approved thereby or, if a Board Resolution authorizes a specific officer or officers
to approve a form of Security, a certificate of such officer or officers approving the form of Security attached thereto. Any form
of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced
by the Trustee’s authentication of Securities in that form or a certificate signed by a Responsible Officer of the Trustee
and delivered to the Company.


Section 2.03.              
Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication for any
Security issued pursuant to this Indenture shall be substantially as follows:


TRUSTEE’S CERTIFICATE
OF AUTHENTICATION


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


[TRUSTEE]


_____________________________

by

Authorized Signatory


Dated ________________________


Section 2.04.              
Securities Issuable in the Form of a Global Security.


(1)                
If the Company shall establish pursuant to Sections 2.02 and 3.01 that the Securities of a particular series are to be issued
in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee or its agent shall,
in accordance with Section 3.03 and the Company Order delivered to the Trustee or its agent thereunder, authenticate and deliver,
such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal
amount of, the Outstanding Securities of such series to be represented by such Global Security or Securities, or such portion thereof
as the Company shall specify in a Company Order, (ii) shall be registered in the name of the Depository for such Global Security
or Securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depository or pursuant to the Depository’s
instruction and (iv) shall bear a legend substantially to the following effect: “Unless this certificate is presented by
an authorized representative of the Depository to Issuer or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of the nominee of the


15








Depository or
in such other name as is requested by an authorized representative of the Depository (and any payment is made to the nominee of
the Depository or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee
of the Depository, has an interest herein.”


(2)                
Notwithstanding any other provision of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph
(c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for
individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.05,
only to a nominee of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security
selected or approved by the Company, or to a nominee of such successor Depository.


(3)                
(i) If at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue
as Depository for such Global Security or if at any time the Depository for the Securities for such series shall no longer be eligible
or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company
shall appoint a successor Depository with respect to such Global Security. If a successor Depository for such Global Security is
not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of individual
Securities of such series in exchange for such Global Security, will authenticate and deliver, individual Securities of such series
of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such
Global Security.


(ii)The
Company may at any time and in its sole discretion determine that the Securities of any series or portion thereof issued or issuable
in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event
the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of individual
Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities
of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such
Global Security or Securities representing such series or portion thereof in exchange for such Global Security or Securities.


(iii)If
specified by the Company pursuant to Sections 2.02 and 3.02 with respect to Securities issued or issuable in the form of a Global
Security, the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for individual
Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depository
Thereupon the Company shall execute, and the Trustee or its agent shall authenticate and deliver, without service charge, (1) to
each Person specified by such Depository a new Security or Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest as specified by such Depository in the Global Security; and (2) to such Depository a new Global Security of like tenor
and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders thereof.


(iv)In any
exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee or its agent will authenticate
and deliver individual Securities in definitive registered form in authorized denominations. Upon the


16








exchange of the
entire principal amount of a Global Security for individual Securities, such Global Security shall be canceled by the Trustee or
its agent. Except as provided in the preceding paragraph, Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Security Registrar. The
Trustee or the Security Registrar shall deliver at its Corporate Trust Office such Securities to the Persons in whose names such
Securities are so registered.


ARTICLE
III

THE SECURITIES


Section 3.01.              
General Title; General Limitations; Issuable in Series; Terms of Particular Series. The aggregate principal amount of Securities
which may be authenticated and delivered and Outstanding under this Indenture is not limited.


The Securities may
be issued in one or more series as from time to time may be authorized by the Board of Directors. There shall be established in
or pursuant to a Board Resolution or in an indenture supplemental hereto, subject to Section 3.12, prior to the issuance of Securities
of any such series:


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


(2)                
the Person to whom any interest on a Security of such 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;


(3)                
the date or dates on which the principal of the Securities of such series is payable;


(4)                
the rate or rates (or manner of calculation thereof) at which the Securities of such series shall bear interest, if any,
the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable
and the Regular Record Date for any interest payable on any Interest Payment Date;


(5)                
the place or places where the principal of and any premium and interest on Securities of such series shall be payable;


(6)                
the period or periods within which, the Redemption Price or Prices or the Repayment Price or Prices, as the case may be,
at which and the terms and conditions upon which Securities of such series may be redeemed or repaid (including the applicability
of Section 11.09), as the case may be, in whole or in part, at the option of the Company or the Holder;


(7)                
the obligation, if any, of the Company to purchase Securities of such series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions
upon which Securities of such series shall be purchased, in whole or in part, pursuant to such obligation;


(8)                
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of such series
shall be issuable;


(9)                
provisions, if any, with regard to the conversion or exchange of the Securities of such series, at the option of the Holders
thereof or the Company, as the case may be, for or into new Securities of a different series or other securities;


17








(10)             
if other than U.S. dollars, the currency or currencies or units based on or related to currencies in which the Securities
of such series shall be denominated and in which payments of principal of, and any premium and interest on, such Securities shall
or may be payable;


(11)             
if the principal of (and premium, if any) or interest, if any, on the Securities of such series are to be payable, at the
election of the Company or a Holder thereof, in a coin or currency (including a composite currency) other than that in which the
Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election
may be made;


(12)             
if the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of such series may
be determined with reference to an index based on a coin or currency (including a composite currency) other than that in which
the Securities are stated to be payable, the manner in which such amounts shall be determined;


(13)             
any limit upon the aggregate principal amount of the Securities of such 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 such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and 11.07 and except for any Securities
which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


(14)             
provisions, if any, with regard to the exchange of Securities of such series, at the option of the Holders thereof, for
other Securities of the same series of the same aggregate principal amount or of a different authorized series or different authorized
denomination or denominations, or both;


(15)             
provisions, if any, with regard to the appointment by the Company of an Authenticating Agent in one or more places other
than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication
and delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions
of this Indenture or in or pursuant to such Board Resolution or indenture supplemental hereto;


(16)             
the portion of the principal amount of Securities of the series, if other than the principal amount thereof, which shall
be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant
to Section 5.04;


(17)             
any Event of Default with respect to the Securities of such series, if not set forth herein, and any additions, deletions
or other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series;


(18)             
any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the
provisions of Article VIII, Article X or Section 1.01 or any definitions relating to such Article that would otherwise be applicable
to the Securities of such series;


(19)             
if Section 4.03 of this Indenture shall not be applicable to the Securities of such series and if Section 4.03 shall be
applicable to any covenant or Event of Default established in or pursuant to a Board Resolution or in an indenture supplemental
hereto as described above that has not already been established herein;


(20)             
if the Securities of such series shall be issued in whole or in part in the form of a Global Security or Securities, the
terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual
Securities; and the Depository for such Global Security or Securities;


18








(21)             
if the Securities of such series shall be guaranteed, the terms and conditions of such Guarantees and provisions for the
accession of the guarantors to certain obligations hereunder; and


(22)             
any other terms of such series, including, without limitations, any restrictions on transfer related thereto all upon such
terms as may be determined in or pursuant to such Board Resolution or indenture supplemental hereto with respect to such series.


The form of the
Securities of each series shall be established pursuant to the provisions of this Indenture in or pursuant to the Board Resolution
or in the indenture supplemental hereto creating such series. The Securities of each series shall be distinguished from the Securities
of each other series in such manner, reasonably satisfactory to the Trustee, as the Board of Directors may determine.


Unless otherwise
provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form,
without coupons.


Any terms or provisions
in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing
for the method by which such terms or provisions shall be determined.


Section 3.02.              
Denominations. The Securities of each series shall be issuable in such denominations and currency as shall be provided in
the provisions of this Indenture or in or pursuant to the Board Resolution or the indenture supplemental hereto creating such series.
In the absence of any such provisions with respect to the Securities of any series, the Securities of that series shall be issuable
only in fully registered form in denominations of $1,000 and any integral multiple thereof.


Section 3.03.              
Execution, Authentication and Delivery and Dating. The Securities shall be executed on behalf of the Company by any Responsible
Officer. The signature of any of these officers on the Securities may be manual or facsimile.


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


At any time and
from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company
to the Trustee for authentication; and the Trustee shall, upon Company Order, authenticate and deliver such Securities as in this
Indenture provided and not otherwise.


Prior to any such
authentication and delivery, the Trustee shall be provided with the Officers’ Certificate required to be furnished to the
Trustee pursuant to Section 1.02, and the Board Resolution and any certificate relating to the issuance of the series of Securities
required to be furnished pursuant to Section 2.02, an Opinion of Counsel substantially to the effect that:


(1)                
all instruments furnished to the Trustee conform to the requirements of the Indenture and constitute sufficient authority
hereunder for the Trustee to authenticate and deliver such Securities;


(2)                
the form and terms of such Securities have been established in conformity with the provisions of this Indenture;


(3)                
all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied
with, the Company has the corporate power to issue such Securities and such Securities have been duly authorized and delivered
by the Company and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding


19







obligations
of the Company enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect
and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture,
equally and ratably with all other Securities, if any, of such series Outstanding;


(4)                
when applicable, the Indenture is qualified under the Trust Indenture Act; and


(5)                
such other matters as the Trustee may reasonably request;


and, if the authentication and delivery
relates to a new series of Securities created by an indenture supplemental hereto, also stating that all laws and requirements
with respect to the form and execution by the Company of the supplemental indenture with respect to that series of Securities have
been complied with, the Company has corporate power to execute and deliver any such supplemental indenture and has taken all necessary
corporate action for those purposes and any such supplemental indenture has been duly executed and delivered and constitutes the
legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’
rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity).


The Trustee shall
not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties
or immunities under the Securities and this Indenture.


Unless otherwise
provided in the form of Security for any series, all Securities shall be dated the date of their 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 or facsimile 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 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.


Section 3.04.              
Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and, upon
receipt of the documents required by Section 3.03, together with a Company Order, the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten 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 such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, 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,
without charge to the Holder; and upon surrender for cancellation of any one or more temporary Securities the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such series
of authorized denominations and of like tenor and terms. Until so exchanged the temporary Securities of such series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series.


20








Section 3.05.              
Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes
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, or of Securities of a particular series, and of transfers of Securities or of
Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available
for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall
be only one Security Register per series of Securities.


Subject to Section
2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained
for such purpose in a Place of Payment, 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 such series of any authorized denominations, of a like
aggregate principal amount and Stated Maturity and of like tenor and terms.


Subject to Section
2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized
denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive.


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


Every Security presented
or surrendered for registration of transfer or 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 Trustee duly executed, by the
Holder thereof or his attorney duly authorized in writing.


Unless otherwise
provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for
any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) 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 3.04, 9.06 or 11.07 not involving any transfer.


The Company shall
not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption
under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part.


None of the Company,
the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests.


Section 3.06.              
Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered
to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and deliver, in exchange


21








for or in lieu of
any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, series, Stated Maturity and principal amount,
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
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 the same
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 3.07.              
Payment of Interest; Interest Rights Preserved. Unless otherwise provided with respect to such Security pursuant to Section
3.01, 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 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 registered Holder on the relevant Regular Record Date by virtue of
his having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (1) or clause (2) below:


(1)                
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (or their
respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner (the “Special Record Date”). The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements reasonably 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 (1) provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to the Holder of each such Security
at his address as it appears in the Security Register, 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 mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following clause (2).


22








(2)                
The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such 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 (2), such manner of payment shall
be deemed practicable by the Trustee.


If any installment
of interest the Stated Maturity of which is on or prior to the Redemption Date for any Security called for redemption pursuant
to Article XI is not paid or duly provided for on or prior to the Redemption Date in accordance with the foregoing provisions of
this Section, such interest shall be payable as part of the Redemption Price of such Securities.


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.


Section 3.08.              
Persons Deemed Owners. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose
name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium,
if any), and (subject to Section 3.07) interest on, such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


None of the Company,
the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


Section 3.09.              
Cancellation. All Securities surrendered for payment, redemption, registration of transfer, exchange or credit against a
sinking fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled,
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 all Securities so delivered
shall be promptly canceled by the Trustee. No Security 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. The Trustee shall dispose of all canceled Securities
in accordance with its standard procedures and deliver a certificate of such disposition to the Company upon its written request
therefor.


Section 3.10.              
CUSIP and CINS Numbers. The Company in issuing any Securities may use “CUSIP” and “CINS” numbers
(if then generally in use) and, if so, the Trustee shall use “CUSIP” and “CINS” numbers in notices of redemption
as a convenience to Securityholders; provided that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on such Securities or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on such Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers in such notices of redemption.


Section 3.11.              
Computation of Interest. Unless otherwise provided as contemplated in Section 3.01, interest on the Securities shall be
calculated on the basis of a 360−day year of twelve 30 day months.


Section 3.12.              
Delayed Issuance of Securities. Notwithstanding any contrary provision herein, if all Securities of a series are not to
be originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee an Officers’ Certificate,
Board Resolution, indenture supplemental hereto, Opinion of Counsel or Company Order otherwise required pursuant to Sections 1.02,
2.02, 3.01 and 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered to
the Trustee or its agent at or prior to the authentication upon original issuance of the first Security of such series to be issued;
provided that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance
shall constitute a representation and warranty


23








by the Company that
as of the date of such request, the statements made in the Officers’ Certificate or other certificates delivered pursuant
to Sections 1.02 and 2.02 shall be true and correct as if made on such date.


A Company Order,
Officers’ Certificate or Board Resolution or indenture supplemental hereto delivered by the Company to the Trustee in the
circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated
and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established
for such series pursuant to such procedures reasonably acceptable to the Trustee as may be specified from time to time by Company
Order upon the telephonic, electronic or written order of Persons designated in such Company Order, Officers’ Certificate,
indenture supplemental hereto or Board Resolution (any such telephonic or electronic instructions to be promptly confirmed in writing
by such Persons) and that such Persons are authorized to determine, consistent with such Company Order, Officers’ Certificate,
indenture supplemental hereto or Board Resolution, such terms and conditions of said Securities as are specified in such Company
Order, Officers’ Certificate, indenture supplemental hereto or Board Resolution.


ARTICLE
IV

SATISFACTION AND DISCHARGE;

DEFEASANCE


Section 4.01.              
Satisfaction and Discharge of Indenture. Unless pursuant to Section 3.01 provision is made that this Section shall not be
applicable to the Securities of any series, this Indenture shall cease to be of further effect with respect to any series of Securities
(except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for
herein or in the form of Security for such series), and the Trustee, on receipt of a Company Request and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when:


(1)                
either


(A)all Securities
of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment
money in the Required Currency has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 10.03 have been delivered to the Trustee canceled or
for cancellation; or


(B)all such
Securities of that series not theretofore delivered to the Trustee canceled or 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 reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company,


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


24








(2)                
the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities
of such series; 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 with respect to the Securities
of such series have been complied with.


Notwithstanding the satisfaction and
discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee with respect
to that series under Section 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.05, 3.06, 4.02,
10.02 and 10.03 shall survive such satisfaction and discharge.


Section 4.02.              
Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money, property and
securities deposited with the Trustee pursuant to Section 4.01 or Section 4.03 shall be held in trust and applied by it, in accordance
with the provisions of the series of Securities in respect of which it was deposited and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to the extent required by law.


Anything herein
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money,
property or securities deposited with and held by it as provided in Section 4.03 and this Section 4.02 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 an equivalent satisfaction
and discharge, Discharge (as defined below) or covenant defeasance, provided that the Trustee shall not be required to liquidate
any securities in order to comply with the provisions of this paragraph.


Section 4.03.              
Defeasance Upon Deposit of Funds or Government Obligations. Unless pursuant to Section 3.01 provision is made that this
Section shall not be applicable to the Securities of any series, at the Company’s option, either (a) the Company and the
Guarantors, if any, shall be deemed to have been Discharged (as defined below) from its obligations with respect to any series
of Securities after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in Section 10.05 and Article VIII (and any other Sections
or covenants applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision), the Guarantors,
if any, shall be released from the Guarantees and clause (4) of Section 5.01 of this Indenture (and any other Events of Default
applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this provision) shall be deemed not
to be an Event of Default with respect to any series of Securities at any time after the applicable conditions set forth below
have been satisfied:


(1)                
the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount,
or (ii) the equivalent in securities of the government which issued the currency in which the Securities are denominated or government
agencies backed by the full faith and credit of such government which through the payment of interest and principal in respect
thereof in accordance with their terms will provide freely available funds on or prior to the due date of any payment, money in
an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal (including mandatory sinking fund payments) and any premium of, interest on and any
repurchase or redemption obligations with respect to the outstanding Securities of such series on the dates such installments of
interest or principal or repurchase or redemption obligations are due (before such a deposit, if


25








the Securities
of such series are then redeemable or may be redeemed in the future pursuant to the terms thereof, in either case at the option
of the Company, the Company may give to the Trustee, in accordance with Section 11.02, a notice of its election to redeem all of
the Securities of such series at a future date in accordance with Article XI);


(2)                
no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default
with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit (other than an
Event of Default resulting from the borrowing of funds to be applied to such deposit);


(3)                
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company’s exercise of its
option under this Section 4.03 and will be subject to Federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such option had not been exercised, and, in the case of Securities being Discharged, accompanied
by a ruling to that effect from the Internal Revenue Service, unless, as set forth in such Opinion of Counsel, there has been a
change in the applicable Federal income tax law since the date of this Indenture such that a ruling from the Internal Revenue Service
is no longer required;


(4)                
the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit referred to in paragraph
(1) above was not made by the Company with the intent of preferring the Holders over other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and


(5)                
the Company shall have 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 with respect to the Securities
of such series have been complied with.


If the Company,
at its option, with respect to a series of Securities, satisfies the applicable conditions pursuant to either clause (a) or (b)
of the first sentence of this Section, then (A), in the event the Company satisfies the conditions to clause (a) and elects clause
(a) to be applicable, each of the Guarantors, if any, shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, its respective guarantee of the Securities of such series and to have satisfied all the obligations
under this Indenture relating to the Securities of such series and (B) in either case, each of the Guarantors, if any, shall cease
to be under any obligation to comply with any term, provision or condition set forth in any covenants applicable to such Securities
that are determined pursuant to Section 3.01 to be subject to this provision), and any Events of Default applicable to such series
of Securities that are determined pursuant to Section 3.01 to be subject to this provision shall be deemed not to be an Event of
Default with respect to such series of Securities at any time thereafter.


“Discharged”
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Securities to receive, from the trust fund described in clause (1) above, payment
of the principal and any premium of and any interest on such Securities when such payments are due; (B) the Company’s obligations
with respect to such Securities under Sections 3.05, 3.06, 4.02, 6.07, 10.02 and 10.03; (C) the Company’s right of redemption,
if any, with respect to any Securities of such series pursuant to Article XI, in which case the Company may redeem the Securities
of such series in accordance with Article XI by complying with such Article and depositing with the Trustee, in accordance with
Section 11.05, an amount of money sufficient, together with all amounts held in trust pursuant to Section 4.02 with respect to
Securities of such series, to pay the Redemption Price of all the Securities of such series to be redeemed; and (D) the rights,
powers, trusts, duties and immunities of the Trustee hereunder. A “Discharge” shall mean the meeting by the Company
of the foregoing requirements.


26








Section 4.04.              
Reinstatement. If the Trustee or Paying Agent is unable to apply any money, property or securities in accordance with Section
4.02 of this Indenture, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s and, if applicable, the Guarantors’
obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant
to Section 4.01 or 4.03 of this Indenture, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply
all such money, property or securities in accordance with Section 4.02 of this Indenture; provided that, if the Company has made
any payment of principal of or interest on any Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such payment from the money, property or securities held
by the Trustee or Paying Agent.


ARTICLE
V

REMEDIES


Section 5.01.              
Events of Default. “Event of Default”, wherever used herein, means with respect to any series of Securities
any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), unless such event is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the indenture supplemental hereto or Board Resolution creating such series of Securities
or in the form of Security for such series:


(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 premium, if any, on) any Security of that series at its Maturity; or


(3)                
default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of
the Securities of such series; or


(4)                
default in the performance, or breach, of any covenant or warranty of the Company in this Indenture in respect of the Securities
of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which
or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in the Indenture
which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities
of all series for this purpose, 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 3 3−1/3%
in aggregate principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


(5)                
the entry of an order for relief against the Company or any Significant Subsidiary thereof under Title 11, United States
Code (the “Federal Bankruptcy Act”) by a court having jurisdiction in the premises or a decree or order by a court
having jurisdiction in the premises adjudging the Company or any Significant Subsidiary thereof a bankrupt or insolvent under any
other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary thereof under the Federal
Bankruptcy Act or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or any Significant Subsidiary thereof 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 unstayed and in effect for
a period of 90 consecutive days; or


27







(6)                
the consent by the Company or any Significant Subsidiary thereof to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy
Act or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Significant Subsidiary
thereof 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
or any Significant Subsidiary thereof in furtherance of any such action; or


(7)                
any other Event of Default provided in the indenture supplemental hereto or Board Resolution under which such series of
Securities is issued or in the form of Security for such series.


Section 5.02.              
Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in paragraph (1), (2), (3), (4) or
(7) (if the Event of Default under clause (4) or (7) is with respect to less than all series of Securities then Outstanding) of
Section 5.01 occurs and is continuing with respect to any series, then and in each and every such case, unless the principal of
all the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than
33−1/3% in aggregate principal amount of the Securities of such series then Outstanding hereunder (each such series acting
as a separate class), by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount
(or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all the Securities of such series and all accrued interest thereon to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in
the Securities of such series contained to the contrary notwithstanding. If an Event of Default described in clause (4) or (7)
(if the Event of Default under clause (4) or (7) is with respect to all series of Securities then Outstanding), of Section 5.01
occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 3 3−1/3% in aggregate principal amount of all the Securities
then Outstanding hereunder (treated as one class), by notice in writing to the Company (and to the Trustee if given by Holders),
may declare the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms thereof) of all the Securities then Outstanding and all accrued interest thereon to be due and
payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in
this Indenture or in the Securities contained to the contrary notwithstanding. If an Event of Default of the type set forth in
clause (5) or (6) of Section 5.01 occurs and is continuing, the principal of and any interest on the Securities then Outstanding
shall become immediately due and payable.


At any time after
such a declaration of acceleration has been made with respect to the Securities of any or all series, as the case may be, 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 such 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
installments of interest on the Securities of such series; and


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


28








(C)interest
upon overdue installments of interest at the rate or rates prescribed therefor by the terms of the Securities of such series to
the extent that payment of such interest is lawful; 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 all other amounts due the Trustee under Section 6.07; and


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


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


Section 5.03.              
Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


(1)                
default is made in the payment of any installment of interest on any Security of any series when such interest becomes due
and payable; or


(2)                
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof; or


(3)                
default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the
terms of the Securities of any series;


and any such default continues for any
period of grace provided with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it,
for the benefit of the Holder of any such Security (or the Holders of any such series in the case of clause (3) above), the whole
amount then due and payable on any such Security (or on the Securities of any such series in the case of clause (3) above) for
principal (and premium, if any) and interest, with interest, to the extent that payment of such interest shall be legally enforceable,
upon the overdue principal (and premium, if any) and upon overdue installments of interest, at such rate or rates as may be prescribed
therefor by the terms of any such Security (or of Securities of any such series in the case of clause (3) above); 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 and all other amounts due the Trustee under Section
6.07.


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


If an Event of Default
with respect to any series of Securities 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 5.04.              
Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities
or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal
of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective



29







of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceedings or otherwise:


(i)                  
to file and prove a claim for the whole amount of principal (or portion thereof determined pursuant to Section 3.01(16)
to be provable in bankruptcy) (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary and advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts
due the Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceeding; and


(ii)                
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Securityholder
to make such payment to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to
the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder 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 Securityholder in any such proceeding.


Section 5.05.              
Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the
Securities of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such
series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel and any other amounts due
the Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities of the series in respect of which such
judgment has been recovered.


Section 5.06.              
Application of Money Collected. Any money collected by the Trustee with respect to a series of Securities pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal (or premium, if any) or interest, upon presentation of the Securities of such series 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 6.07.


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


THIRD: To the Company.


Section 5.07.              
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 Securities
of such series;


30








(2)                
the Holders of not less than 3 3−1/3% in principal amount of the outstanding Securities of such series shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


(3)                
such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it 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 such series;


it being understood and intended that
no one or more Holders of Securities of such series 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 Holders of Securities of such series, or
to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series.


Section 5.08.              
Unconditional Right of Securityholders to Receive Principal, Premium and Interest. Notwithstanding any other provisions
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 premium, if any) and (subject to Section 3.07) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may
be) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of
such Holder.


Section 5.09.              
Restoration of Rights and Remedies. If the Trustee or any Securityholder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case
the Company, the Trustee and the Securityholders shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Securityholders
shall continue as though no such proceeding had been instituted.


Section 5.10.              
Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders
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 Security 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 Securityholders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case
may be.


Section 5.12.              
Control by Securityholders. 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:


31








(1)                
the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines
that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall,
by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial
to the Holders not taking part in such direction, and


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


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 a default not theretofore cured:


(1)                
in the payment of the principal of (or premium, if any) or interest on any Security of such series, or in the payment of
any sinking or purchase fund or analogous obligation with respect to the Securities of such series, or


(2)                
in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series.


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


Section 5.15.              
Waiver of 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 stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


ARTICLE
VI

THE TRUSTEE


Section 6.01.              
Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default with respect to any series
of Securities:


32








(1)                
the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with
respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the
Trustee; and


(2)                
in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished
to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which
by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


(b)In case
an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect
to the Securities of such series such of the rights and powers vested in it by this Indenture and any indenture supplemental hereto
or Board Resolution relating to such series of Securities, and use the same degree of care and skill in their exercise, as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs.


(c)No provision
of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:


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


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


(3)the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such series; and


(4)no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


(d)Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.


Section 6.02.              
Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Securities of any series,
the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security Register,
notice of all defaults hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such
series or in the payment of any sinking or purchase fund installment or analogous obligation with


33







respect to Securities
of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interests of the Securityholders of such series; and provided, further, that in the case of any default
of the character specified in Section 5.0 1(4) with respect to Securities of such series no such notice to Securityholders of such
series shall be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term “default”,
with respect to Securities of any series, means any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.


Section 6.03.              
Certain Rights of Trustee. Except as otherwise provided in Section 6.01:


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


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


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


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


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


(f)the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture 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;


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


(h)the
Trustee shall not be charged with knowledge of any default (as defined in Section 6.02) or Event of Default with respect to the
Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee assigned to the
Corporate Trust Department of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge
of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee
by the Company or any other obligor on such Securities or by any Holder of such Securities;


34








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


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


Section 6.04.              
Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the
certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.
The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.


Section 6.05.              
May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, the 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
6.08 and 6.13, may otherwise deal with the Company or any Guarantor, if applicable, with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


Section 6.06.              
Money Held in Trust. Subject to the provisions of Section 10.03 hereof, all moneys in any currency or currency received
by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed in writing with the Company.


Section 6.07.              
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 shall be determined
to have been caused by its own 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 this trust, 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.


As security for
the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and
premium, if any) or interest on particular Securities.


When the Trustee
incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or (6), the expenses and
the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.


The Company’s
obligations under this Section 6.07 and any lien arising hereunder shall survive the resignation or removal of any Trustee, the
discharge of the Company’s obligations pursuant to Article IV of this Indenture and/or the termination of this Indenture.


35








Section 6.08.              
Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be subject
to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining whether
the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of
any series, there shall be excluded this Indenture with respect to Securities of any particular series of Securities other than
that series. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second
to last paragraph of Section 310(b) of the Trust Indenture Act.


Section 6.09.              
Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series of
Securities, which shall be either:


(i)                  
a corporation organized and doing business under the laws of the United States of America or of any State, authorized under
such laws to exercise corporate trust powers and subject to supervision or examination by Federal or State authority, or


(ii)                
a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act
as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers,
and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States institutional trustees;


in either case having a combined capital
and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control
with the Company shall serve as trustee for the Securities of any series issued hereunder. If at any time the Trustee with respect
to any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in Section 6.10.


Section 6.10.              
Resignation and Removal. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11.


(b)The
Trustee may resign with respect to any series of Securities at any time by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 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.


(c)The
Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount
of the outstanding Securities of that series, delivered to the Trustee and to the Company. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed
Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.


(d)If
at any time:


(1)                
the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 with respect to
any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder
of a Security of that


36








series for at
least six months, unless the Trustee’s duty to resign is stayed in accordance with the provisions of Section 310(b) of the
Trust Indenture Act, or


(2)                
the Trustee shall cease to be eligible under Section 6.09 with respect to any series of Securities and shall fail to resign
after written request therefor by the Company or by any such Securityholder, or


(3)                
the Trustee shall become incapable of acting with respect to any series of Securities, or


(4)                
the Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed
or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, with respect
to the series, or in the case of clause (4), with respect to all series, or (ii) subject to Section 5.14, any Securityholder who
has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee
with respect to the series, or, in the case of clause (4), with respect to all series.


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


If, within one year after such resignation,
removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect
to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders
of such series and accepted appointment in the manner hereinafter provided, subject to Section 5.14, any Securityholder who has
been a bona fide Holder of a Security of that series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.


(f)The
Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of
a successor Trustee with respect to any series by mailing written notice of such event by first−class mail, postage prepaid,
to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee and the address of its principal Corporate Trust Office.


Section 6.11.              
Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver
to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the predecessor Trustee shall become effective with respect to any series as to which it is resigning or being removed as Trustee,
and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the predecessor Trustee with respect to any such series; but, on request of the Company or the successor Trustee,
such predecessor Trustee shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring
to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such predecessor trustee hereunder with respect to all or any such series,
subject nevertheless to its lien, if any, provided for in Section 607. Upon request of any


37








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.


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 predecessor
Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee
is not being succeeded shall continue to be vested in the predecessor Trustee, and 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 indenture supplemental hereto 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.


No successor Trustee
with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee
shall be qualified and eligible with respect to that series 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 of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as
if such successor Trustee had itself authenticated such Securities.


Section 6.13.              
Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to
the extent indicated.


Section 6.14.              
Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding the Trustee, with the approval
of the Company, 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 issuance, exchange, registration
of transfer or partial redemption thereof or pursuant to Section 3.06, 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 an Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and, if other than the Company itself, 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.


38








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, if other than the Company, 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, if other than the Company, 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, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company
and shall mail written notice of such appointment by first−class mail, postage prepaid, to all Holders of Securities of the
series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.


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


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


[Name of Authenticating
Agent]


_________________________

by



As Authenticating Agent


_________________________

As Authorized Agent


 


ARTICLE
VII

SECURITYHOLDERS’ LISTS AND REPORTS BY

TRUSTEE AND COMPANY


Section 7.01.              
Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished to
the Trustee:


(1)                
Semi−annually, not more than 15 days after December 15 and June 15 in each year in such form as the Trustee may reasonably
require, a list of the names and addresses of the Holders of Securities of each series as of such December 15 and June 15, as applicable,
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, however,
that if and so long as


39








the Trustee
shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities.


Section 7.02.              
Preservation of Information; Communications to Securityholders.


(a)The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained
in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities
received by the Trustee in its capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.


(b)If
three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period
of at least six months preceding the date of such application, and such application states that the applicants desire to communicate
with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture
or under such Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either:


(1)                
afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a),
or


(2)                
inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case
may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a),
and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in
such application.


If the Trustee shall elect not to afford
such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder
of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication which
is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment,
or provision for the payment, of the reasonable expenses of mailing, unless, within five days after such tender, the Trustee shall
mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to
the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities
of such series or all Securityholders, as the case may be, or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all Securityholders
of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.


(c)Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b).


Section 7.03.              
Reports by Trustee.

40








 


(a)Within
60 days after May 15 of each year commencing with the first May 15 after the issuance of Securities, the Trustee shall transmit
by mail, at the Company’s expense, to all Holders as their names and addresses appear in the Security Register, as provided
in Trust Indenture Act 313(c), a brief report dated as of May 15 in accordance with and with respect to the matters required by
Trust Indenture Act Section 313(a).


(b)The
Trustee shall transmit by mail, at the Company’s expense, to all Holders as their names and addresses appear in the Security
Register, as provided in Trust Indenture Act 313(c), a brief report in accordance with and with respect to the matters required
by Trust Indenture Act Section 3 13(b).


(c)A copy
of each such report shall, at the time of such transmission to Holders, be furnished to the Company and, in accordance with Trust
Indenture Act Section 313(d), be filed by the Trustee with each stock exchange upon which the Securities are listed, and also with
the Commission.


Section 7.04.              
Reports by Company. The Company shall file with the Trustee, 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 such 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 Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is
so required to be filed with the Commission. The Company also shall comply with the other provisions of Trust Indenture Act Section
314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).


ARTICLE
VIII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


Section 8.01.              
Consolidation, Merger, Conveyance or Transfer on Certain Terms . Except as otherwise set forth in an indenture supplemental
hereto or Board Resolution creating such series of Securities or in the form of security for such Series, the Company shall not
consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to
any Person, unless:


(1)                
the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer the properties and assets of the Company substantially as an entirety shall be organized and existing under the laws of
the United States of America or 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 reasonably satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture
(as supplemented from time to time) on the part of the Company to be performed or observed;


(2)                
immediately after giving effect to 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 or transfer and such indenture supplemental hereto comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied with.


Section 8.02.              
Successor Person Substituted. Upon any consolidation or merger, or any conveyance or transfer of the properties and assets
of the Company substantially as an entirety in


41








accordance with Section
8.01, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance or transfer
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 had been named as the Company herein. In the event of any such conveyance or transfer, the
Company as the predecessor shall be discharged from all obligations and covenants under this Indenture and the Securities and may
be dissolved, wound up or liquidated at any time thereafter.


ARTICLE
IX

SUPPLEMENTAL INDENTURES


Section 9.01.              
Supplemental Indentures Without Consent of Securityholders. Except as otherwise set forth in an indenture supplemental hereto
or Board Resolution creating such series of Securities or in the form of Security for such series, without the consent of the Holders
of any Securities, 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 reasonably satisfactory to the Trustee, for any of the following
purposes:


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


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


(3)                
to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture; or


(4)                
to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred
to in Section 3 16(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision
in any similar federal statute hereafter enacted; or


(5)                
to establish any form of Security, as provided in Article II, to provide for the issuance of any series of Securities as
provided in Article III and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any
series; or


(6)                
to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect
to one or more series of Securities 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 Section 6.11; or


(7)                
to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events
of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being
included solely for the benefit of one or more specified series); or


(8)                
to provide for uncertificated Securities in addition to or in place of certificated Securities and to provide for bearer
Securities; provided that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal
Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B)
of such Internal Revenue Code; or


42







(9)                
to provide for the terms and conditions of conversion into Common Stock or other Marketable Securities of the Securities
of any series which are convertible into Common Stock or other Marketable Securities, if any; or


(10)             
to secure the Securities of any series; or


(11)             
to add Guarantees in respect of any series or all of the Securities; or


(12)             
to make any other change that does not adversely affect the rights of the Holders of any or all series of Securities; or


(13)             
to make any change necessary to comply with any requirement of the Commission in connection with the qualification of this
Indenture or any supplemental indenture under the Trust Indenture Act.


No supplemental indenture for the purposes
identified in clauses (2), (3) or (5) above may be entered into if to do so would adversely affect the rights of the Holders of
Outstanding Securities of any series in any material respect.


Section 9.02.              
Supplemental Indentures With Consent of Securityholders. Except as otherwise set forth in an indenture supplemental hereto
or Board Resolution creating such series of Securities or in the form of security for such Series, with the consent of the Holders
of not less than a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture
or indentures (acting as one class), by Act of said Holders delivered to the Company and the Trustee (in accordance with Section
1.04 hereof), 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 the Securities of each 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 Maturity of the principal of, or the Stated Maturity of any premium on, or any installment of interest on, any
Security, or reduce the principal amount thereof or the interest or any premium thereon, or change the method of computing the
amount of principal thereof or interest thereon on any date or change any Place of Payment where, or the coin or currency in which,
any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Maturity or the Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment,
on or after the Redemption Date or the Repayment Date, as the case may be), or alter the provisions of this Indenture so as to
affect adversely the terms, if any, of conversion of any Securities into Common Stock or other securities; 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 9.02, Section 5.13 or Section 10.06, 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; or


(4)                
impair or adversely affect the right of any Holder to institute suit for the enforcement of any payment on, or with respect
to, the Securities of any series on or after the Stated Maturity of such Securities (or in the case of redemption, on or after
the Redemption Date); or


43








(5)                
amend or modify Section 12.01 of this Indenture in any manner adverse to the rights of the Holders of the Outstanding Securities
of any series.


For purposes of
this Section 9.02, if the Securities of any series are issuable upon the exercise of warrants, each holder of an unexercised and
unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount
issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant shall be determined by the Company
in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officers’
Certificate as to the principal amount of Securities of such series in respect of which consents shall have been executed by holders
of such warrants.


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 Holders of Securities
of any other series.


It shall not be
necessary for any Act of Securityholders 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 9.03.              
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 Section 6.01) 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 9.04.              
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 to the extent
provided therein.


Section 9.05.              
Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of TIA as then in effect.


Section 9.06.              
Reference in Securities to Supplemental Indentures. Securities 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 so modified as to
conform, in the opinion of the Trustee and the Board of Directors, 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.


Section 9.07.              
Notice of Supplemental Indentures. Promptly after the execution by the Company, any affected Guarantor and the Trustee of
any Supplemental Indenture pursuant to the provisions of Section 9.02, the Company shall give notice thereof to the Securityholders
of each Outstanding Security affected, in the manner provided for in Section 1.06, setting forth in general terms the substance
of such Supplemental Indenture. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment or waiver.


Section 9.08.              
Revocation and Effect of Consents, Waivers and Actions. Until an amendment, waiver or other action by Securityholders becomes
effective, a consent to it or any other action by a Securityholder of any series hereunder is a continuing consent by such Securityholder
and every subsequent Securityholder of that Security, even if notation of the consent, waiver or action is not made on


44








such Security. However,
any such Securityholder or subsequent Securityholder may revoke the consent, waiver or action as to such Securityholder’s
Security if the Trustee receives the notice of revocation before the consent of the requisite aggregate principal amount of the
Securities of such series affected then outstanding has been obtained and not revoked. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder of the affected series, except as provided in Section 9.02.


The Company may,
but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to consent to any
amendment or waiver. If a record date is fixed, then, notwithstanding the first two sentences of the immediately preceding paragraph,
those persons who were Securityholders at such record date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons
continue to be Securityholders after such record date. No such consent shall be valid or effective for more than 90 days after
such record date.


ARTICLE
X

COVENANTS


Section 10.01.           
Payment of Principal, Premium and Interest. With respect to each series of Securities, the Company will duly and punctually
pay the principal of (and premium, if any) and interest on such Securities in accordance with their terms and this Indenture, and
will duly comply with all the other terms, agreements and conditions contained in, or made in the Indenture for the benefit of,
the Securities of such series.


Section 10.02.           
Maintenance of Office or Agency. The Company will maintain an office or agency in each Place of Payment where Securities
may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, where
notices and demands to or upon the Company in respect of the Securities and this Indenture may be served and where any Securities
with conversion privileges, if any, may be presented and surrendered for conversion. The Company will give prompt written notice
to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail
to maintain such 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
its agent to receive all such presentations, surrenders, notices and demands.


Unless otherwise
set forth in, or pursuant to, a Board Resolution or indenture supplemental hereto with respect to a series of Securities, the Company
hereby initially designates as the Place of Payment for each series of Securities, the Borough of Manhattan, the City and State
of New York, and initially appoints the Trustee at its Corporate Trust Office as the Company’s office or agency for each
such purpose in such city.


Section 10.03.           
Money for Security Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent for any series
of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on, any of the Securities
of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure 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 (and
premium, if any) or interest on, any Securities of such series, deposit with a Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such
principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


45








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


(1)                
hold all sums held by it for the payment of principal of (and premium, if any) or interest on Securities of such series
in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided;


(2)                
give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making
of any such payment of principal (and premium, if any) or interest on the Securities of such series; and


(3)                
at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.


The Company may
at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series of Securities
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 in respect of each and every series of Securities as to which it seeks to discharge this Indenture
or, if for any other purpose, all sums so held in trust by the Company in respect of all Securities, 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 (and premium, if
any) or interest on any Security of any series and remaining unclaimed for two years after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on 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. The Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company mail to the Holders of the Securities as to which the money to be repaid
was held in trust, as their names and addresses appear in the Security Register, a notice that such moneys remain unclaimed and
that, after a date specified in the notice, which shall not be less than 30 days from the date on which the notice was first mailed
to the Holders of the Securities as to which the money to be repaid was held in trust, any unclaimed balance of such moneys then
remaining will be paid to the Company free of the trust formerly impressed upon it.


Section 10.04.           
Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year,
a written statement signed by the principal executive officer, principal financial officer or principal accounting officer of the
Company stating that:


(1)                
a review of the activities of the Company during such year and of performance under this Indenture and under the terms of
the Securities has been made under his supervision; and


(2)                
to the best of his knowledge, based on such review, the Company has fulfilled all its obligations under this Indenture and
has complied with all conditions and covenants on its part contained in this Indenture through such year, or, if there has been
a default in the fulfillment of any such obligation, covenant or condition, specifying each such default known to him and the nature
and status thereof.


For the purpose
of this Section 10.04, default and compliance shall be determined without regard to any grace period or requirement of notice provided
pursuant to the terms of this Indenture.


46








Section 10.05.           
Legal Existence. Subject to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its legal existence.


Section 10.06.           
Waiver of Certain Covenants. The Company may omit in respect of any series of Securities, in any particular instance, to
comply with any covenant or condition set forth in Sections 10.04 or 10.05 or set forth in a Board Resolution or indenture supplemental
hereto with respect to the Securities of such series, unless otherwise specified in such Board Resolution or indenture supplemental
hereto, if before or after the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding
Securities of all series affected by such waiver (voting as one class) shall, by Act of such Securityholders delivered to the Company
and the Trustee (in accordance with Section 1.04 hereof), either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect. Nothing in this Section 10.06 shall permit the
waiver of compliance with any covenant or condition set forth in such Board Resolution or indenture supplemental hereto which,
if in the form of an indenture supplemental hereto, would not be permitted by Section 9.02 without the consent of the Holder of
each Outstanding Security affected thereby.


ARTICLE
XI

REDEMPTION OF SECURITIES


Section 11.01.           
Applicability of Article. The Company may reserve the right to redeem and pay before Stated Maturity all or any part of
the Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by
provision therefor in the form of Security for such series established and approved pursuant to Section 2.02 and on such terms
as are specified in such form or in the Board Resolution or indenture supplemental hereto with respect to Securities of such series
as provided in Section 3.01. Redemption of Securities of any series shall be made in accordance with the terms of such Securities
and, to the extent that this Article does not conflict with such terms, the succeeding Sections of this Article. Notwithstanding
anything to the contrary in this Indenture, except in the case of redemption pursuant to a sinking fund, the Trustee shall not
make any payment in connection with the redemption of Securities until the close of business on the Redemption Date.


Section 11.02.           
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities redeemable at the election of
the Company shall be evidenced by, or pursuant to authority granted by, a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be reasonably satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series and the Tranche (as defined in Section 11.03) to be redeemed.


In the case of any
redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction or condition.


Section 11.03.           
Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of like tenor and terms of any series
(a “Tranche”) are to be redeemed, 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 Tranche not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may include provision for the selection for redemption
of portions of the principal of Securities of such Tranche of a denomination larger than the minimum authorized denomination for
Securities of that series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal
of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such
series, or an integral multiple


47








thereof, and the principal
amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series. If less
than all the Securities of unlike tenor and terms of a series are to be redeemed, the particular Tranche of Securities to be redeemed
shall be selected by the Company.


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


Securities shall
be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written
statement signed by an authorized officer of the Company and delivered to the Trustee at least 45 days prior to the Redemption
Date (unless a shorter period shall be reasonably satisfactory to the Trustee) as being owned of record and beneficially by, and
not pledged or hypothecated by either, (a) the Company or (b) an entity specifically identified in such written statement as being
an Affiliate of the Company.


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


Section 11.04.           
Notice of Redemption. Notice of redemption shall be given by first−class mail, postage prepaid, mailed not less than
15 (unless otherwise provided in the Board Resolution or indenture supplemental hereto establishing the relevant series) nor more
than 45 days prior to the Redemption Date, to each holder of Securities to be redeemed, at his address appearing in the Security
Register.


All notices of redemption
shall state:


(1)                
the Redemption Date;


(2)                
the Redemption Price;


(3)                
if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the Securities to be redeemed;


(4)                
that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest,
if any, thereon shall cease to accrue from and after said date;


(5)                
the place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or
agency of the Company in the Place of Payment;


(6)                
that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case;


(7)                
if such Securities are convertible into Common Stock or other securities, the Conversion Price or other conversion price
and the date on which the right to convert such Securities into Common Stock or other securities will terminate; and


(8)                
if applicable, that the redemption may be rescinded by the Company, at its sole option, pursuant to Section 11.09 of this
Indenture upon the occurrence of a Redemption Rescission Event.


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; provided that if the Trustee is asked to give such notice it shall be
given at least five Business Days prior notice.


48








 


Section 11.05.           
Deposit of Redemption Price. On or prior to any Redemption Date and subject to Section 11.09, 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 10.03) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that
date. If any Security to be redeemed is converted into Common Stock or other securities, any money so deposited with the Trustee
or a Paying Agent shall be paid to the Company upon Company Request or, if then so segregated and held in trust by the Company,
shall be discharged from such trust.


Section 11.06.           
Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed
shall, subject to Section 11.09, 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) such Securities shall cease to bear
interest and any rights to convert such Securities shall terminate. Upon surrender of such Securities for redemption in accordance
with the notice and subject to Section 11.09, such Securities shall be paid by the Company at the Redemption Price. Unless otherwise
provided with respect to such Securities pursuant to Section 3.01, installments of interest the Stated Maturity of which is on
or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant Regular Record
Dates according to their terms and the provisions of Section 3.07.


If any Security
called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security.


Section 11.07.           
Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at the office or agency
of the Company in the Place of Payment with respect to that series (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of the same series and Stated Maturity and of like
tenor and terms, 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.


Section 11.08.           
Provisions with Respect to Any Sinking Funds. Unless the form or terms of any series of Securities shall provide otherwise,
in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the
Company may at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the
Company or converted by the Holder thereof into Common Stock or other securities, or (2) receive credit for any Securities of such
series (not previously so credited) acquired by the Company (including by way of optional redemption (pursuant to the sinking fund
or otherwise but not by way of mandatory sinking fund redemption) or converted by the Holder thereof into Common Stock or other
securities and theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited
shall be credited at the applicable sinking fund Redemption Price with respect to Securities of such series, and (ii) on or before
the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver
to the Trustee (A) an Officers’ Certificate specifying the portions of such sinking fund payment to be satisfied by payment
of cash and by delivery or credit of Securities of such series acquired by the Company or converted by the Holder thereof, and
(B) such Securities, to the extent not previously surrendered. Such Officers’ Certificate shall also state the basis for
such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were
not acquired by the Company through operation of the mandatory sinking fund, if any, provided with respect to such Securities and
shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities
so delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof.


If the sinking fund
payment or payments (mandatory or optional) with respect to any series of Securities made in cash plus any unused balance of any
preceding sinking fund payments with respect to


49








Securities of such
series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the terms
of such series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities
of such series next following the date of such payment to the redemption of Securities of such series at the applicable sinking
fund Redemption Price with respect to Securities of such series, together with accrued interest, if any, to the date fixed for
redemption, with the effect provided in Section 11.06. The Trustee shall select, in the manner provided in Section 11.03, for redemption
on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall
thereupon cause notice of redemption of the Securities of such series for the sinking fund to be given in the manner provided in
Section 11.04 (and with the effect provided in Section 11.06) for the redemption of Securities in part at the option of the Company.
Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Securities of such series shall be added
to the next cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such
payment, shall be applied in accordance with the provisions of this Section 11.08. Any and all sinking fund moneys with respect
to Securities of any series held by the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption
of particular Securities of such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited
sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity.


On or before each
sinking fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a
sum equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption
Date pursuant to this Section 11.08.


Section 11.09.           
Rescission of Redemption. In the event that this Section 11.09 is specified to be applicable to a series of Securities pursuant
to Section 3.01 and a Redemption Rescission Event shall occur following any day on which a notice of redemption shall have been
given pursuant to Section 11.04 hereof but at or prior to the time and date fixed for redemption as set forth in such notice of
redemption, the Company may, at its sole option, at any time prior to the earlier of (i) the close of business on that day which
is two Trading Days following such Redemption Rescission Event and (ii) the time and date fixed for redemption as set forth in
such notice, rescind the redemption to which such notice of redemption shall have related by making a public announcement of such
rescission (the date on which such public announcement shall have been made being hereinafter referred to as the “Rescission
Date”). The Company shall be deemed to have made such announcement if it shall issue a release to the Dow Jones New Service,
Reuters Information Services or any successor news wire service. From and after the making of such announcement, the Company shall
have no obligation to redeem Securities called for redemption pursuant to such notice of redemption or to pay the Redemption Price
therefor and all rights of Holders of Securities shall be restored as if such notice of redemption had not been given. As promptly
as practicable following the making of such announcement, the Company shall telephonically notify the Trustee and the Paying Agent
of such rescission. The Company shall give notice of any such rescission by first−class mail, postage prepaid, mailed as
promptly as practicable but in no event later than the close of business on that day which is five Trading Days following the Rescission
Date to each Holder of Securities at the close of business on the Rescission Date and to the Trustee and the Paying Agent. Each
notice of rescission shall (A) state that the redemption described in the notice of redemption has been rescinded and (B) state
that such form must be properly completed and received by the Company no later than the close of business on a date that shall
be 15 Trading Days following the date of the mailing of such notice of rescission.


ARTICLE
XII

GUARANTEES


Section 12.01.           
Guarantees. Any series of Securities may be guaranteed by one or more of the Subsidiaries of the Company or other Persons.
The terms and the form of any such Guarantee will be established in the manner contemplated by Section 3.01 for the particular
series of Securities. Each Guarantor, as primary obligor and not merely as surety, will fully, irrevocably and unconditionally
guarantee, to each Holder of Securities (including each Holder of Securities issued under the Indenture after the date of this
Indenture) and to the Trustee and its successors and assigns (i) the full and punctual


50








payment of principal
of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities and (ii) the full and
punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities.


(a)Each
of the Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the absence or existence
of any action to enforce the same, the recovery of any judgment against the Company or any other Guarantor (except to the extent
such judgment is paid) or any waiver or amendment of the provisions of this Indenture or the Securities to the extent that any
such action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that
each such waiver or amendment shall be effective in accordance with its terms).


(b)Each
of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely
of collection.


(c)Each
of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person,
and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment,
the filing of claims with a court in the event of merger or bankruptcy of the Company or any other Person and any right to require
a proceeding first against the Company or any other Person. The obligations of the Guarantors shall not be affected by any failure
or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any series.


(d)The
obligation of each Guarantor to make any payment hereunder may be satisfied by causing the Company or any other Person to make
such payment. If any Holder of any Security or the Trustee is required by any court or otherwise to return to the Company or any
Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or any Guarantor,
any amount paid by any of them to the Trustee or such Holder, the Guarantee of such Guarantor, to the extent theretofore discharged,
shall be reinstated in full force and effect.


(e)Each
Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by
the Trustee or any Holder of Securities in enforcing any of their respective rights under its Guarantees.


(f)Any
term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of each of the Guarantees shall
not exceed the maximum amount that can be guaranteed by the relevant Guarantor without rendering the relevant Guarantee under this
Indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.


51








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


ARMOUR RESIDENTIAL REIT, INC.


 


 


By: ________________________


Name: ______________________


Title: _______________________


 


 


 


[TRUSTEE], as Trustee


 


 


By: ________________________


Name: ______________________


Title: _______________________


 

52