Exhibit 4.5


 


SUPERCOM LTD.


 


TO


 





 



  


TRUSTEE


 


INDENTURE


 


Dated as of             ,
20     


Debt Securities


 




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TABLE OF CONTENTS


 


	 	Page
	 	 
	
        ARTICLE ONE

        DEFINITIONS AND OTHER PROVISIONS OF GENERAL
        APPLICATION

	 	 
	Section 101. Definitions	1
	Section 102. Compliance Certificates and Opinions	7
	Section 103. Form of Documents Delivered to Trustee	7
	Section 104. Acts of Holders	8
	Section 105. Notices, etc., to Trustee and Company	9
	Section 106. Notice to Holders; Waiver	9
	Section 107. Effect of Headings and Table of Contents	9
	Section 108. Successors and Assigns	10
	Section 109. Separability Clause	10
	Section 110. Benefits of Indenture	10
	Section 111. No Personal Liability	10
	Section 112. Governing Law	10
	Section 113. Legal Holidays	10
	 	 
	
        ARTICLE TWO

        SECURITIES FORMS

	 	 
	Section 201. Forms of Securities	10
	Section 202. Form of Trustee’s Certificate of Authentication	11
	Section 203. Securities Issuable in Global Form	11
	 	 
	
        ARTICLE THREE

        THE SECURITIES

	 	 
	Section 301. Amount Unlimited; Issuable in Series	12
	Section 302. Denominations	14
	Section 303. Execution, Authentication Delivery and Dating	14
	Section 304. Temporary Securities	16
	Section 305. Registration, Registration of Transfer and Exchange	17
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities	19
	Section 307. Payment of Interest; Interest Rights Preserved	20
	Section 308. Persons Deemed Owners	21
	Section 309. Cancellation	21
	Section 310. Computation of Interest	22
	 	 
	
        ARTICLE FOUR

        SATISFACTION AND DISCHARGE

	 	 
	Section 401. Satisfaction and Discharge of Indenture	22
	Section 402. Application of Company Funds	23
	 	 
	
        ARTICLE FIVE

        REMEDIES

	 	 
	Section 501. Events of Default	23
	Section 502. Acceleration of Maturity; Rescission and Annulment	24


 




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	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee	24
	Section 504. Trustee May File Proofs of Claim	25
	Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons	25
	Section 506. Application of Money Collected	26
	Section 507. Limitation on Suits	26
	Section 508. Unconditional Right of Holders to Receive Principal, Premium or Make- Whole Amount, if any, Interest and  Additional Amounts	26
	Section 509. Restoration of Rights and Remedies	26
	Section 510. Rights and Remedies Cumulative	27
	Section 511. Delay or Omission Not Waiver	27
	Section 512. Control by Holders of Securities	27
	Section 513. Waiver of Past Defaults	27
	Section 514. Undertaking for Costs	27
	 	 
	
        ARTICLE SIX

        THE TRUSTEE

	 	 
	Section 601. Notice of Defaults	28
	Section 602. Certain Rights of Trustee	28
	Section 603. Not Responsible for Recitals or Issuance of Securities	29
	Section 604. May Hold Securities	29
	Section 605. Money Held in Trust	29
	Section 606. Compensation and Reimbursement	29
	Section 607. Corporate Trustee Required; Eligibility; Conflicting Interests	30
	Section 608. Resignation and Removal; Appointment of Successor	30
	Section 609. Acceptance of Appointment By Successor	31
	Section 610. Merger, Conversion, Consolidation or Succession to Business	31
	Section 611. Appointment of Authenticating Agent	32
	 	 
	
        ARTICLE SEVEN

        HOLDERS’ LISTS AND REPORTS BY TRUSTEE
        AND COMPANY

	 	 
	Section 701. Disclosure of Names and Addresses of Holders	33
	Section 702. Reports by Trustee	33
	Section 703. Reports by the Company	33
	Section 704. Company to Furnish Trustee Names and Addresses of Holders	33
	 	 
	ARTICLE EIGHT
	CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	 	 
	Section 801. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	  34
	Section 802. Rights and Duties of Successor Corporation	34
	Section 803. Officers’ Certificate and Opinion of Counsel	34
	 	 
	
        ARTICLE NINE

        SUPPLEMENTAL INDENTURES

	 	 
	Section 901. Supplemental Indentures Without Consent of Holders	35
	Section 902. Supplemental Indentures with Consent of Holders	36
	Section 903. Execution of Supplemental Indentures	36
	Section 904. Effect of Supplemental Indentures	37
	Section 905. Conformity with Trust Indenture Act	37
	Section 906. Reference in Securities to Supplemental Indentures	37
	Section 907. Notice of Supplemental Indentures	37


 




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        ARTICLE TEN

        COVENANTS

	 	 
	 	 
	Section 1001. Existence	37
	Section 1002. Payment of Taxes and Other Claims	37
	Section 1003. Statement as to Compliance	37
	Section 1004. Additional Amounts	38
	Section 1005. Waiver of Certain Covenants	38
	 	 
	
        ARTICLE ELEVEN

        REDEMPTION OF SECURITIES

	 	 
	Section 1101. Applicability of Article	38
	Section 1102. Election to Redeem; Notice to Trustee	39
	Section 1103. Selection by Trustee of Securities to Be Redeemed	39
	Section 1104. Notice of Redemption	39
	Section 1105. Deposit of Redemption Price	40
	Section 1106. Securities Payable on Redemption Date	40
	Section 1107. Securities Redeemed in Part	41
	 	 
	
        ARTICLE TWELVE

        SINKING FUNDS

	 	 
	Section 1201. Applicability of Article	41
	Section 1202. Satisfaction of Sinking Fund Payments with Securities	41
	Section 1203. Redemption of Securities for Sinking Fund	41
	 	 
	
        ARTICLE THIRTEEN

        REPAYMENT AT THE OPTION OF HOLDERS

	 	 
	Section 1301. Applicability of Article	42
	Section 1302. Repayment of Securities	42
	Section 1303. Exercise of Option	42
	Section 1304. When Securities Presented for Repayment Become Due and Payable	43
	Section 1305. Securities Repaid in Part	43
	 	 
	
        ARTICLE FOURTEEN

        DEFEASANCE AND COVENANT DEFEASANCE

	 	 
	Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	43
	Section 1402. Defeasance and Discharge	44
	Section 1403. Covenant Defeasance	44
	Section 1404. Conditions to Defeasance or Covenant Defeasance	44
	Section 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	45
	 	 
	
        ARTICLE FIFTEEN

        MEETINGS OF HOLDERS OF SECURITIES

	 	 
	Section 1501. Purposes for Which Meetings May Be Called	46
	Section 1502. Call, Notice and Place of Meetings	46
	Section 1503. Persons Entitled to Vote at Meetings	47
	Section 1504. Quorum; Action	47
	Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings	47
	Section 1506. Counting Votes and Recording Action of Meetings	48
	Section 1507. Evidence of Action Taken by Holders	48 
	Section 1508. Proof of Execution of Instruments	48 


 




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	TESTIMONIUM	 
	SIGNATURES AND SEALS	 
	ACKNOWLEDGMENTS	 
	EXHIBIT A — FORMS OF CERTIFICATION	 


 




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SUPERCOM LTD.


 


Reconciliation and tie between Trust
Indenture Act of 1939, as amended (the “1939 Act”), and Indenture, dated as of                     ,
      .


 


	Trust Indenture Act Section	 	Indenture

Section	 
	Section 310	(a)(1)	 	 	607	(a)
	 	(a)(2)	 	 	607	(a)
	 	(b)	 	 	607	(b),
	 	 	 	 	608	 
	Section 312	(c)	 	 	701	 
	Section 314	(a)	 	 	703	 
	 	(a)(4)	 	 	1011	 
	 	(c)(1)	 	 	102	 
	 	(c)(2)	 	 	102	 
	 	(e)	 	 	102	 
	Section 315	(b)	 	 	601	 
	 	 	 	 	 	 
	Section 316	(a) (last sentence)	 	101 (“Outstanding”)	 
	 	(a)(1)(A)	 	 	502,512	 
	 	 	 	 	 	 
	 	(a)(1)(B)	 	 	513	 
	 	(b)	 	 	508	 
	Section 317	(a)(1)	 	 	503	 
	 	(a)(2)	 	 	504	 
	Section 318	(a)	 	 	112	 
	 	(c)	 	 	112	 


 


	NOTE:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.
	 	 	 
	 	 	Attention should also be directed to Section 318(c) of the 1939 Act, which provides that the provisions of Sections 310 to and including 317 of the 1939 Act are a part of and govern every qualified indenture, whether or not physically contained therein.


 




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INDENTURE,
dated as of                     ,
200      , between SuperCom Ltd., an Israeli company (hereinafter called the “Company”),
having its office at 1 Arie Shenkar Street, Hertzliya Pituach 4672514, Israel and                                         ,
a                      banking
                    , as Trustee
hereunder (hereinafter called the “Trustee”), having its Corporate Trust Office at                                                             





 


RECITALS OF THE
COMPANY


 


The Company deems
it necessary to issue from time to time for its lawful purposes senior debt securities (hereinafter called the “Securities”)
evidencing its senior indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance
from time to time of the Securities, unlimited as to aggregate principal amount, to bear interest at the rates or formulas, to
mature at such times and to have such other provisions as shall be fixed therefor as hereinafter provided.


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101. Definitions.


 


For all purposes
of this Indenture, except as otherwise expressly provided or 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 TIA, either directly or by reference therein, have the meanings assigned to them therein,
and the terms “cash transaction” and “self-liquidating paper,” as used in TIA Section 311, shall have
the meanings assigned to them in the rules of the Commission adopted under the TIA;


 


(3) all accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and


 


 


(4) 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 Three, Article Five, Article Six and Article Ten, are defined in those Articles.
In addition, the following terms shall have the indicated respective meanings:


 


“Act”
has the meaning specified in Section 104.


 


“Additional
Amounts” means any additional amounts which are required by a Security, under circumstances specified therein, to be paid
by the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders.


 


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


 




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“Authenticating
Agent” means any authenticating agent appointed by the Trustee pursuant to Section 611.


 


“Authorized
Newspaper” means a newspaper, printed in the English language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each
place in connection with which the term is used or in the financial community of each such place. Whenever successive publications
are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.


 


“Bankruptcy
Law” has the meaning specified in Section 501.


 


“Bearer
Security” means a Security which is payable to bearer.


 


“Board of
Directors” means the Board of Directors of the Company, the executive committee or any other committee of that board duly
authorized to act for it in respect hereof.


 


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


 


“Business
Day,” when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in
the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, any day, other than
a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in that Place of Payment or particular
location are authorized or required by law, regulation or executive order to close.


 


“Capital
Stock” means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participations
or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible or exchangeable
for corporate stock), warrants or options to purchase any thereof.


 


“CEDEL”
means Centrale de Livraison de Valeurs Mobilieres, S.A., or its successor.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time
after 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 on such date.


 


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


 


“Company
Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company
by the President or a Vice President of the Company, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, or other duly authorized officer and delivered to the Trustee.


 


“Conversion
Event” means the cessation of use of (i) a Foreign Currency (other than the ECU or other currency unit) both by the
government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions
of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement
of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency)
other than the ECU for the purposes for which it was established.


 


“Corporate
Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally
administered, at which the principal of (and Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if any,
payable in respect of, Securities of or within a series shall be payable and any Registered Securities of or within such series
may be surrendered for registration of transfer or exchange, and at which notices or demands to or upon the Company in respect
of the Securities of or within a series and this Indenture may be served, which office at the date hereof is located at                                         .


 




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“Corporation”
includes corporations, associations, companies and business trusts.


 


“Coupon”
means any interest coupon appertaining to a Bearer Security.


 


“Custodian”
has the meaning set forth in Section 501.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time
shall be legal tender for payment of public and private debts.


 


“DTC”
means The Depository Trust Company.


 


“ECU”
means the European Currency Unit as defined and revised from time to time by the Council of the European Communities.


 


“Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels Office, or its successor as operator of the Euroclear System.


 


“European
Communities” means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy
Community.


 


“European
Monetary System” means the European Monetary System established by the Resolution of December 5, 1978 of the Council
of the European Communities.


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by
the Commission.


 


“Foreign
Currency” means any currency, currency unit or composite currency, including, without limitation, the ECU, issued by the
government of one or more countries other than the United States of America or by any recognized confederation or association of
such governments.


 


“GAAP”
means generally accepted accounting principles as used in the United States applied on a consistent basis as in effect from time
to time; provided, that solely for purposes of any calculation required by the financial covenants contained herein, “GAAP”
shall mean generally accepted accounting principles as used in the United States on the date hereof, applied on a consistent basis.


 


“Government
Obligations” means securities which are (i) direct obligations of the United States of America or the government which
issued the Foreign Currency in which the Securities of a particular series are payable, for the payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign Currency in which the Securities of such series are
payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America
or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation
or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository
receipt.


 




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“Holder”
means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.


 


“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 pursuant to the applicable provisions hereof, and shall include the terms of particular series
of Securities established as contemplated by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities
for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms
of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section 301,
exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more
indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party.


 


“Indexed
Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be
more or less than the principal face amount thereof at original issuance.


 


“Interest”
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts
pursuant to Section 1011, includes such Additional Amounts.


 


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


 


“Make-Whole
Amount” means the amount, if any, in addition to principal which is required by a Security, under the terms and conditions
specified therein or as otherwise specified as contemplated by Section 301, to be paid by the Company to the Holder thereof
in connection with any optional redemption or accelerated payment of such Security.


 


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


 


“Officers’
Certificate” means a certificate signed by the President or a Vice President and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, or other duly authorized officer of the Company, and delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company or other counsel satisfactory
to the Trustee.


 


“Original
Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


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


 


(ii) Securities,
or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any coupons appertaining
thereto; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture
or other provision therefor satisfactory to the Trustee has been made;


 




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(iii) Securities,
except solely to the extent provided in Sections 1402 or 1403, as applicable, with respect to which the Company has effected
defeasance and/or covenant defeasance as provided in Article Fourteen;


 


(iv) Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and


  


(v) Securities
converted into Capital Stock of the Company pursuant to or in accordance with this Indenture if the terms of such Securities provide
for convertibility pursuant to Section 301; provided, however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder
or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313,
(i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation
and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 301 as of the date such Security is originally issued by the Company,
of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original
issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any
Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with
respect to such Indexed Security pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is
not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


“Paying
Agent” means any Person authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any) or interest
on any Securities or coupons on behalf of the Company, or if no such Person is authorized, the Company.


 


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


 


“Place of
Payment” means, when used with respect to the Securities of or within any series, the place or places where the principal
of (and premium or Make-Whole Amount, if any) and interest on such Securities are payable as specified as contemplated by Section 301.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost
or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the
Security to which the mutilated, destroyed, lost or stolen coupon appertains.


 


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


 


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


 


“Registered
Security” means any Security which is registered in the Security Register.


 




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“Regular
Record Date” for the installment of interest payable on any Interest Payment Date on the Registered Securities of or within
any series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day.


 


“Repayment
Date” means, when used with respect to any Security to be repaid or repurchased at the option of the Holder, the date fixed
for such repayment or repurchase by or pursuant to this Indenture.


 


“Repayment
Price” means, when used with respect to any Security to be repaid or purchased at the option of the Holder, the price at
which it is to be repaid or repurchased by or pursuant to this Indenture.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission.


 


“Security”
has the meaning stated in the first recital of this Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under
this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning
stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of or within any series as to which such Person is not Trustee.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 


“Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the meaning of Regulation S-X,
promulgated under the Securities Act) of the Company.


 


“Special
Record Date” for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date
fixed by the Trustee pursuant to Section 307.


 


“Stated
Maturity” means, when used with respect to any Security or any installment of principal thereof or interest thereon, the
date specified in such Security or a coupon representing such installment of interest 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 or other entity of which a majority of (a) the voting power of the voting
equity securities or (b) the outstanding equity interests of which are owned, directly or indirectly, by such Person. For
the purposes of this definition, “voting equity securities” means equity securities having voting power for the election
of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.


 


“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force at the date as of which this
Indenture was executed, except as provided in Section 905.


 


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


 


“United
States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States
of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its
jurisdiction.


 


“United
States person” means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual
who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under
the laws of the United States or an estate or trust the income of which is subject to United States federal income taxation regardless
of its source.


 




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“Yield to
Maturity” means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States
bond yield computation principles.


 


Section 102. Compliance
Certificates and Opinions.


 


Upon any application
or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including
covenants, compliance with which constitute conditions precedent) relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with,
except that in the case of any such application or request as to which the furnishing of such documents 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 (excluding certificates delivered
pursuant to Section 1010) shall include:


 


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


 


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


 


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


 


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


 


Section 103. Form of
Documents Delivered to Trustee.


 


In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only
one document, but one such Person may certify or give an opinion as to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


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


 




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Section 104. Acts
of Holders.


 


(1) Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders
of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing. If
Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, whether in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with
the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments or record or are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument
or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.


 


(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 of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting
in a capacity other than his individual capacity, 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 reasonable manner which the Trustee deems sufficient.


 


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


 


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


 


(5) If the
Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record
date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding
Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later
than eleven months after the record date.


  


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


 




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Section 105. Notices,
etc., to Trustee and Company.


 


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


 


(1) The Trustee
by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to
or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Operations, or


 


(2) The Company
by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first class postage prepaid, to the Company addressed to it at the address of its office specified in the
first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.


 


Section 106. Notice
to Holders; Waiver.


 


Where this Indenture
provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder 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 Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders
of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually receives such notice.


 


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


 


Except as otherwise
expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be specified in such Securities, and if the Securities
of such series are listed on any stock exchange outside the United States, in any place at which such Securities are listed on
a securities exchange to the extent that such securities exchange so requires, on a Business Day, such publication to be not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such notice shall be
deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication.


 


If by reason of
the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose
hereunder. Neither the failure to give notice by publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities
or the sufficiency of any notice to Holders of Registered Securities given as provided herein.


 


Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country of publication.


 


Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


Section 107. 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.


 




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Section 108. Successors
and Assigns.


 


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


 


Section 109. Separability
Clause.


 


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


 


Section 110. Benefits
of Indenture.


 


Nothing in this
Indenture or in the Securities or coupons appertaining thereto, express or implied, shall give to any Person, other than the parties
hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.


 


Section 111. No
Personal Liability.


 


No recourse under
or upon any obligation, covenant or agreement contained in this Indenture, in any Security or coupon appertaining thereto, or because
of any indebtedness evidenced thereby, shall be had against any promoter, as such or, against any past, present or future shareholder,
officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders
thereof and as part of the consideration for the issue of the Securities.


 


Section 112. Governing
Law.


 


This Indenture
and the Securities and coupons shall be governed by and construed in accordance with the law of the State of New York. This Indenture
is subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.


 


Section 113. Legal
Holidays.


 


In any case where
any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security
or coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu
hereof), payment of interest or any Additional Amounts or principal (and premium or Make-Whole Amount, if any) need not be made
at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity, provided that no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be.





 


ARTICLE TWO


SECURITIES FORMS


 


Section 201. Forms
of Securities.


 


The Registered
Securities, if any, of each series and the Bearer Securities, if any, and related coupons of each series, shall be in substantially
the forms as shall be established in or pursuant to one or more indentures supplemental hereto or Board Resolutions, shall have
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any
indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends
or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Securities may be listed, or to conform to usage.


 




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Unless otherwise
specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached.


 


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


 


Section 202. Form of
Trustee’s Certificate of Authentication.


 


Subject to Section 611,
the Trustee’s certificate of authentication shall be in substantially the following form:


 


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


 


	 	as                            ,
	 	Trustee
	 	 
	 	By
	 	Aut Authorized Signatory


 


Section 203. Securities
Issuable in Global Form.


 


If Securities
of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause
(H) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be increased or


decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall
be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel.


 


The provisions
of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security
was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written
instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the
last sentence of Section 303.


 


Notwithstanding
the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and
any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified
therein.


 


Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent
global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security
in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.


 




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ARTICLE THREE


THE SECURITIES


 


Section 301. Amount
Unlimited; Issuable in Series.


 


The aggregate
principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities
may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions, or indentures
supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which
(except for the matters set forth in clauses (A), (B) and (O) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of or within the series when issued from time to time):


  


(1) the title
of the Securities of or within the series (which shall distinguish the Securities of such series from all other series of Securities);


 


(2) any limit
upon the aggregate principal amount of the Securities of or within the series that 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 or within the series pursuant to Section 304, 305, 306, 906, 1107 or 1305);


 


(3) the date
or dates, or the method by which such date or dates will be determined, on which the principal of the Securities of or within the
series shall be payable and the amount of principal payable thereon;


 


(4) the rate
or rates at which the Securities of or within the series shall bear interest, if any, or the method by which such rate or rates
shall be determined, the date or dates from which such interest shall accrue or the method by which such date or dates shall be
determined, the Interest Payment Dates on which such interest will be payable and the Regular Record Date, if any, for the interest
payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the
basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months;


 


(5) the place
or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium
or Make-Whole Amount, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of, Securities of or within
the series shall be payable, any Registered Securities of or within the series may be surrendered for registration of transfer
or exchange and notices or demands to or upon the Company in respect of the Securities of or within the series and this Indenture
may be served;


 


(6) the period
or periods within which, the price or prices (including the premium or Make-Whole Amount, if any) at which, the currency or currencies,
currency unit or units or composite currency or currencies in which and other terms and conditions upon which Securities of or
within the series may be redeemed in whole or in part, at the option of the Company, if the Company is to have the option;


 


(7) the obligation,
if any, of the Company to redeem, repay or purchase Securities of or within the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price
or prices at which, the currency or currencies, currency unit or units or composite currency or currencies in which, and other
terms and conditions upon which Securities of or within the series shall be redeemed, repaid or 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 any Registered Securities of or within
the series shall be issuable and, if other than the denomination of $5,000, the denomination or denominations in which any Bearer
Securities of or within the series shall be issuable;


 


(9) if other
than the Trustee, the identity of each Security Registrar and/or Paying Agent;


 


(10) if other
than the principal amount thereof, the portion of the principal amount of Securities of or within the series that shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 502, or the method by which such portion shall
be determined;


 




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(11) if other than
Dollars, the Foreign Currency or Currencies in which payment of the principal of (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, if any, on the Securities of or within the series shall be payable or in which the Securities of
or within the series shall be denominated;


 


(12) whether the
amount of payments of principal of (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of or within
the series may be determined with reference to an index, formula or other method (which index, formula or method may be based,
without limitation, on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices),
and the manner in which such amounts shall be determined;


 


(13) whether the
principal of (and premium or Make-Whole Amount, if any) or interest or Additional Amounts, if any, on the Securities of or within
the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, currency unit or
units or composite currency or currencies other than that in which such Securities are denominated or stated to be payable, the
period or periods within which, and the terms and conditions upon which, such election may be made, and the time and manner of,
and identity of the exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies,
currency unit or units or composite currency or currencies in which such Securities are denominated or stated to be payable and
the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable;


 


(14) provisions,
if any, granting special rights to the Holders of Securities of or within the series upon the occurrence of such events as may
be specified;


 


(15) any deletions
from, modifications of or additions to the Events of Default or covenants of the Company with respect to Securities of or within
the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth
herein;


 


(16) whether Securities
of or within the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions
applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of or within the series
may be exchanged for Registered Securities of or within the series and vice versa (if permitted by applicable laws and regulations),
whether any Securities of or within the series are to be issuable initially in temporary global form and whether any Securities
of or within the series are to be issuable in permanent global form (with or without coupons) and, if so, whether beneficial owners
of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor
of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner
provided in Section 305, and, if Registered Securities of or within the series are to be issuable as a global Security, the
identity of the depositary for such series;


 


(17) the date as
of which any Bearer Securities of or within the series and any temporary global Security representing Outstanding Securities of
or within the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;


 


(18) the Person
to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the
manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner
in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner
provided in Section 304;


 


(19) the applicability,
if any, of Sections 1402 and/or 1403 to the Securities of or within the series and any provisions in modification of, in addition
to or in lieu of any of the provisions of Article Fourteen;


 


(20) if the Securities
of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such
series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or
terms of such certificates, documents or conditions;


 


(21) if the Securities
of or within the series are to be issued upon the exercise of debt warrants, the time, manner and place for such Securities to
be authenticated and delivered;


 




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(22) whether and
under what circumstances the Company will pay Additional Amounts as contemplated by Section 1011 on the Securities of or within
the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect
of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather
than pay such Additional Amounts (and the terms of any such option);


 


(23) the obligation,
if any, of the Company to permit the conversion of the Securities of such series into shares of Capital Stock of the Company and
the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion price
or rate, the conversion period, any adjustment of the applicable conversion price or rate and any requirements relative to
the reservation of such shares for purposes of conversion); and


  


(24) any other
terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).


 


All Securities
of any one series and the coupons appertaining to any Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered or Bearer Securities issued in global form, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution or in any such indenture supplemental hereto. All Securities of any one series
need not be issued at the same time and unless otherwise provided, a series may be reopened, without the consent of the Holders,
for issuances of additional Securities of such series.


 


If any of the
terms of the Securities of any series are established by action taken pursuant to one or more Board Resolutions or supplemental
indentures, a copy of an appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary
of the Company and delivered to the Trustee at or prior to the delivery of the Company Order for authentication and delivery of
such Securities.


 


Section 302. Denominations.


 


The Securities
of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. With respect
to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any
series, the Registered Securities of such series, other than Registered Securities issued in global form (which may be of any denomination),
shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series other than
Bearer Securities issued in global form (which may be of any denomination), shall be issuable in denominations of $5,000.


 


Section 303. Execution,
Authentication Delivery and Dating.


 


The Securities
and any coupons appertaining thereto shall be executed on behalf of the Company by its President or a Vice President, under its
corporate seal reproduced thereon, and attested by its Secretary or an Assistant Secretary. The signature of any of these officers
on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may
be imprinted or otherwise reproduced on the Securities.


 


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


 


At any time and
from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together
with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate
and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed
or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect
to any series of Securities pursuant to Section 301 a Bearer Security may be delivered in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case
may be, in the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect
to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on
which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary Security and this Indenture. Except as permitted by Section 306, the
Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been
detached and cancelled.


 




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If all of the
Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such
series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities
and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance
and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon:


 


(1) an Opinion
of Counsel complying with Section 102 and stating that:


 


(i) the form
or forms of such Securities and any coupons have been, or will have been upon compliance with such procedures as may be specified
therein, established in conformity with the provisions of this Indenture;


 


(ii) the
terms of such Securities and any coupons have been, or will have been upon compliance with such procedures as may be specified
therein, established in conformity with the provisions of this Indenture; and


 


(iii) such
Securities, together with any coupons appertaining thereto, when completed pursuant to such procedures as may be specified therein,
and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability
relating to or affecting the enforcement of creditors’ rights generally and to general equitable principles and to such
other matters as may be specified therein; and


 


(2) an Officers’
Certificate complying with Section 102 and stating that all conditions precedent provided for in this Indenture relating to
the issuance of such Securities have been, or will have been upon compliance with such procedures as may be specified therein,
complied with and that, to the best of the knowledge of the signers of such certificate, no Event of Default with respect to such
Securities shall have occurred and be continuing.


 


The Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.


 


Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver a Company Order, an Opinion of Counsel or an Officers’ Certificate otherwise
required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and
certificate, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance
of the first Security of such series.


 


Each Registered
Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated
by Section 301.


 


No Security or
coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security or the Security to which such coupon appertains a certificate of authentication substantially in
the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated
and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued or sold by the Company, 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.


 




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Section 304. Temporary
Securities.


 


(1) Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination; substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or,
if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. In the case of Securities of any series, such temporary Securities may be in global form.


 


Except in the
case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(B) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series,
the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount
of definitive Securities of the same series of authorized denominations; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall
be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series.


 


(2) Unless
otherwise provided as contemplated in Section 301, this Section 304(B) shall govern the exchange of temporary Securities
issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such
temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common
depositary (the “Common Depositary”), for the benefit of Euroclear and CEDEL.


 


Without unnecessary
delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global
Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in an aggregate principal
amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date,
such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of or within the same series of authorized denominations and of like tenor as the portion of such temporary
global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall
be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial
owner thereof, provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation
by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and
a certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security
held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form
as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303.


 


Unless otherwise
specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the
account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear
or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form
as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such
series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall
be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities
in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion
of a temporary global Security shall be delivered only outside the United States.


 




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Until exchanged
in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except
that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest
Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL
on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form
set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for
credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial
owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the
case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange
Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section 304(B) and of the third paragraph of Section 303
of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect
to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange
Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners.
Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest
in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged
for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall
be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.


 


Section 305. Registration,
Registration of Transfer and Exchange.


 


The Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office or in any such office or agency of the Company
in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and
of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. The Trustee is hereby initially appointed “Security Registrar” for the
purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.


 


Subject to the
provisions of this Section 305, upon surrender for registration of transfer of any Registered Security of any series at any
office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series,
of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.


 


Subject to the
provisions of this Section 305, at the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount,
containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency.
Whenever any such Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified
with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for
Registered Securities.


 




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If (but only if)
permitted as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for
Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled
to receive the amount of such payment; provided, however, that interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of
the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which
the holder making the exchange is entitled to receive.


 


Notwithstanding
the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent global Security is DTC, then, unless the terms of such
global Security expressly permit such global Security to be exchanged in whole or in part for definitive Securities, a global Security
may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC
for such global Security selected and approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies
the Company that it is unwilling or unable to continue as depositary for the applicable global Security or Securities or if at
any time DTC ceases to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the
Company shall appoint a successor depositary with respect to such global Security or Securities. If (x) a successor depositary
for such global Security or Securities is not appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing
and the beneficial owners representing at least a majority in principal amount of the applicable series of Securities represented
by such global Security or Securities advise DTC to cease acting as depositary for such global Security or Securities or (z) the
Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) of any series issued
or issuable in the form of one or more global Securities shall no longer be represented by such global Security or Securities (provided,
however, the Company may not make such determination during the 40-day restricted period provided by Regulation S under
the Securities Act or during any other similar period during which the Securities must be held in global form as may be required
by the Securities Act), then the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities of
like series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such global
Security or Securities. If any beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange
such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination,
as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security
shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest
may be so exchanged, the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security. On
or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose; provided, however, that no such exchanges may occur during a period beginning at the opening
of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security
for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered
in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States.
If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the
office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security,
but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.


 




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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 Registered
Security presented or surrendered for registration of transfer or for exchange or redemption shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Security Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.


 


No service charge
shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.


 


The Company or
the Trustee, as applicable, shall not be required (i) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at the opening of business 15 days before selection
of the Securities to be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are
issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such Securities
are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities
are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case
of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue,
register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except
the portion, if any, of such Security not to be so repaid.


 


Section 306. Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated
Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent
of either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.


 


If there shall
be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either
of them harmless, then, in the absence of actual notice to the Company or the Trustee that such Security or coupon has been acquired
by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons,
if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon
appertains.


 


Notwithstanding
the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become
or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost
or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and premium or Make-Whole
Amount, if any), any interest on and any Additional Amounts with respect to, Bearer Securities shall be payable only at an
office or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any interest
on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.


 


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.


 




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


 


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


 


Section 307. Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 301, interest on any Registered
Security that 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 at the office or agency of the Company; provided, however, that each installment of interest on any Registered
Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account maintained by the payee located inside the United States.


 


Unless otherwise
provided as contemplated by Section 301 with respect to the Securities of any series, payment of interest may be made, in
the case of a Bearer Security, by transfer to an account maintained by the payee with a bank located outside the United States.


 


Unless otherwise
provided as contemplated by Section 301, every permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be, with respect to that portion of such permanent
global Security held for its account by Cede & Co. or the Common Depositary, as the case may be, for the purpose of permitting
such party to credit the interest received by it in respect of such permanent global Security to the accounts of the beneficial
owners thereof.


 


In case a Bearer
Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office
or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating
to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.


 


Except as otherwise
specified with respect to a series of Securities in accordance with the provisions of Section 301, any interest on any Registered
Security of any series that 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 thereof on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (A) or (B) below:


 




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(1) The Company
may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which
shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit
with the Trustee an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at his address as it appears
in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the
name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each
place of payment, but such publications shall not be a condition precedent to the establishment of such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (B). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for
such series in exchange for a Registered Security of such series after the close of business at such office or agency on any
Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted
Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.


 


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


 


Subject to the
foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.


 


Section 308. Persons
Deemed Owners.


 


Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving
payment of principal of (and premium or Make-Whole Amount, if any), and (subject to Sections 305 and 307) interest on, such
Registered Security and for all other purposes whatsoever, whether or not such Registered 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.


 


Title to any Bearer
Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any coupon as the absolute owner of such Security or
coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not
such Security or coupon 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 of a Security in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


Notwithstanding
the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary,
as a Holder, with respect to such global Security or impair, as between such depositary and owners of beneficial interests
in such global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee)
as Holder of such global Security.


 




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Section 309. Cancellation.


 


All Securities
and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire
any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented
by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
Cancelled Securities and coupons held by the Trustee shall be destroyed by the Trustee and the Trustee shall deliver a certificate
of such destruction to the Company, unless by a Company Order the Company directs their return to it.


 


Section 310. Computation
of Interest.


 


Except as otherwise
specified as contemplated by Section 301 with respect to Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360- day year consisting of twelve 30-day months.


 


ARTICLE FOUR


SATISFACTION
AND DISCHARGE


 


Section 401. Satisfaction
and Discharge of Indenture.


 


This Indenture
shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided
for and any right to receive Additional Amounts, as provided in Section 1004), and the Trustee, upon receipt of a Company
Order, 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


 


(i) all Securities
of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining
to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided
in Section 1106, and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company for discharge from such trust) have
been delivered to the Trustee for cancellation; or


 


(ii) all
Securities of such series and, in the case of (i) and (ii) below, any coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated
Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such series are payable, sufficient to pay and discharge
the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, for principal
(and premium or Make-Whole Amount, if any) and interest, and any Additional Amounts with respect thereto, to the date of such deposit
(in the case of Securities which have become due and payable) or the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 




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Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under Section 606,
the obligations of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with
and held by the Trustee pursuant to subclause (2) of clause (A) of this Section, the obligations of the Trustee under
Section 402, shall survive.


 


Section 402. Application
of Company Funds.


 


All money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium or
Make-Whole Amount, if any), and any interest and Additional Amounts for whose payment such money has been deposited with or received
by the Trustee, but such money need not be segregated from other funds except to the extent required by law.


 


ARTICLE FIVE


REMEDIES


 


Section 501. Events
of Default.


 


Subject to any
modifications, additions or deletions relating to any series of Securities as contemplated pursuant to Section 301, “Event
of Default,” wherever used herein with respect to any particular series of Securities, means any one of the following events
(whatever the reason for such Event of Default and whether or not 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):


 


(1) default
in the payment of any interest upon or any Additional Amounts payable in respect of any Security of or within that series or of
any coupon appertaining thereto, when such interest, Additional Amounts or coupon 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 or Make-Whole Amount, if any, on) any Security of that series when it becomes due
and payable at its Maturity; or


 


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


 


(4) default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to any Security of that
series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or


 


(5) the Company
or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i) commences
a voluntary case,


(ii) consents
to the entry of an order for relief against it in an involuntary case,


(iii) consents
to the appointment of a Custodian of it or for all or substantially all of its property, or


(iv) makes
a general assignment for the benefit of its creditors; or


 


(6) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i) is for
relief against the Company or any Significant Subsidiary in an involuntary case,


(ii) appoints
a Custodian of the Company or any Significant Subsidiary or for all or substantially all of either of its property, or


(iii) orders
the liquidation of the Company or any Significant Subsidiary and the order or decree remains unstayed and in effect for 90 days;
or


 




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(7) any other
Event of Default provided with respect to Securities of that series.


 


As used in this
Section 501, the term “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal or state law for the relief
of debtors and the term “Custodian” means any receiver, trustee, assignee, liquidator or other similar official under
any Bankruptcy Law.


 


Section 502. Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of
Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the
principal (or, if any Securities are Original Issue Discount Securities or Indexed Securities, such portion of the principal as
may be specified in the terms thereof) of, and the Make-Whole Amount, if any, on, all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration
such principal or specified portion thereof shall become immediately due and payable.


 


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


 


(1) The Company
has paid or deposited with the Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the
Securities of such series is payable (except as otherwise specified pursuant to Section 301 for the Securities of such series):


 


(i) all overdue
installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that series and any
related coupons;


 


(ii) the
principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities of that series which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities;


 


(iii) to
the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional Amounts at
the rate or rates borne by or provided for in such Securities; and


 


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


 


(2) all Events
of Default with respect to Securities of that series, other than the nonpayment of the principal of (or premium or Make-Whole Amount,
if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513.


 


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


 


Section 503. Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants
that if:


 


(1) default
is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of any series and any related
coupon when such interest or Additional Amount becomes due and payable and such default continues for a period of 30 days, or


 


(2) default
is made in the payment of the principal of (or premium or Make-Whole Amount, if any, on) any Security of any series at its Maturity,
then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities of such
series and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium or Make-Whole
Amount, if any) and interest and Additional Amounts, with interest upon any overdue principal (and premium or Make-Whole Amount,
if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest
or Additional Amounts, if any, at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 




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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 such Securities of such series and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such
Securities of such series, wherever situated.


 


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


 


Section 504. Trustee
May File Proofs of Claim.


 


In case of 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 of any series shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal, premium or Make-Whole Amount, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise:


 


(1) to file
and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal
(and premium or Make-Whole Amount, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim, for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of
the Holders allowed in such judicial proceeding, and


 


(2) to collect
and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized
by each Holder of Securities of such series and coupons to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any
other amounts due the Trustee or any predecessor Trustee under Section 606.


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or coupon in any
such proceeding.


 


Section 505. Trustee
May Enforce Claims Without Possession of Securities or Coupons.


 


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


 




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Section 506. Application
of Money Collected.


 


Any money collected
by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or premium or Make-Whole Amount, if any) or interest and
any Additional Amounts, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the
payment of all amounts due the Trustee and any predecessor Trustee under Section 606,


 


SECOND: To the
payment of the amounts then due and unpaid upon the Securities and coupons for principal (and premium or Make-Whole Amount, if
any) and interest and any Additional Amounts payable, in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and
coupons for principal (and premium or Make-Whole Amount, if any), interest and Additional Amounts, respectively, and


 


THIRD: To the
payment of the remainder, if any, to the Company.


 


Section 507. Limitation
on Suits.


 


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


 


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


 


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


 


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


 


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


 


(5) no direction
inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of at least a majority
in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all such Holders.


 


Section 508. Unconditional
Right of Holders to Receive Principal, Premium or Make- Whole Amount, if any, Interest and Additional Amounts.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium or Make-Whole Amount, if any) and (subject to Sections 305 and 307) interest
on, and any Additional Amounts in respect of, such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 509. Restoration
of Rights and Remedies.


 


If the Trustee
or any Holder of a Security or coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case the Company, the Trustee and the Holders of Securities and coupons 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 Holders shall continue as though no such proceeding had been instituted.


 




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Section 510. Rights
and Remedies Cumulative.


 


Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons
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 511. Delay
or Omission Not Waiver.


 


No delay or omission
of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised front time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be.


 


Section 512. Control
by Holders of Securities.


 


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


 


(1) such direction
shall not be in conflict with any rule of law or with this Indenture,


 


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


 


(3) the Trustee
need not take any action unless such Holders have offered the Trustee reasonable indemnity or which might be unduly prejudicial
to the Holders of Securities of such series not joining therein (but the Trustee shall have no obligation as to the determination
of such undue prejudice).


 


Section 513. Waiver
of Past Defaults.


 


The Holders of
at least 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 and any related coupons waive any past default hereunder with respect to such series and its consequences, except
a default


 


(1) in the
payment of the principal of (or premium or Make-Whole Amount, if any) or interest on or Additional Amounts payable in respect of
any Security of such series or any related coupons, or


 


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


 


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


 


Section 514. 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 any undertaking
to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’
fees, 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 Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium or Make-Whole Amount,
if any) or interest on or Additional Amounts payable with respect to any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date).


 




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ARTICLE SIX


THE TRUSTEE


 


Section 601. Notice
of Defaults.


 


Within 90 days
after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner
and to the extent provided in TIA Section 313(c), notice of such default 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 or Make-Whole Amount, if any) or interest on or any Additional Amounts with respect to any Security of such series, or
in the payment of any sinking fund installment with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Holders of the Securities and coupons of such series; and provided further that in the case of
any default or breach of the character specified in Section 501(D) with respect to the Securities and coupons of such
series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to the Securities of such series.


 


Section 602. Certain
Rights of Trustee.


 


Subject to the
provisions of TIA Section 315(a) through 315(d):


 


(1) the Trustee
shall perform only such duties as are expressly undertaken by it to perform under this Indenture;


 


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


 


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


 


(4) 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;


 


(5) the Trustee
may consult with counsel and as a condition to the taking, suffering or omission of any action hereunder may demand an Opinion
of Counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


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


 




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


 


(8) 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; and


 


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


 


The Trustee shall
not be required 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.


 


Section 603. Not
Responsible for Recitals or Issuance of Securities.


 


The recitals contained
herein and in the Securities, except the Trustee’s certificate of authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except
that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform
its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.


 


Section 604. May Hold
Securities.


 


The Trustee, any
Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal
with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent
or such other agent.


 


Section 605. Money
Held in Trust.


 


Money held by
the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall
be under no liability for interest on, or investment of, any money received by it hereunder.


 


Section 606. 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, including extraordinary services
rendered in connection with or during the continuation of a default 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 each of the Trustee and any predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement
or advance may be attributable to its negligence or bad faith; and


 


(3) to indemnify
each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability or expense, arising out
of or in connection with the acceptance or administration of the trust or trusts or the performance of its duties hereunder, including
the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any
of its powers or duties hereunder except to the extent any such loss, liability or expense may be attributable to its own negligence
or bad faith.


 




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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
(or premium or Make-Whole Amount, if any) or interest on particular Securities or any coupons.


 


The provisions
of this Section shall survive the termination of this Indenture.


 


Section 607. Corporate
Trustee Required; Eligibility; Conflicting Interests.


 


There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have
a combined capital and surplus of at least $25,000,000. If such corporation publishes reports of condition at least annually, pursuant
to law or the requirements of Federal, State, Territorial or District of Columbia 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. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


Section 608. Resignation
and Removal; Appointment of Successor.


 


(1) No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609.


 


(2) The Trustee
may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If
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.


 


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


 


(4) If at
any time:


 


(i) the Trustee
shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(ii) the Trustee
shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or by
any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or


 


(iii) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant to a Board Resolution
may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e),
any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.


 


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


 




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(6) The Company
shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities
in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.


 


Section 609. Acceptance
of Appointment By Successor.


 


(1) In case
of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.


 


(2) In case
of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but,
on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.


 


(3) Upon request
of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as
the case may be.


 


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


 


Section 610. 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 or coupons 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 or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated
such Securities or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any
such successor Trustee may authenticate and deliver such Securities or coupons, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee.


 




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Section 611. Appointment
of Authenticating Agent.


 


At any time when
any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued
upon exchange, registration of transfer or partial redemption or repayment thereof, 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.
Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and, except as may otherwise be
provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business
and in good standing under the laws of the United States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $25,000,000 and subject to supervision
or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or the requirements of the aforesaid 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. In case at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


An Authenticating
Agent for any series of Securities may at any time resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall give notice of such appointment to all Holders of Securities of or within the series with respect to which
such Authenticating Agent will serve in the manner set forth in Section 106. 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 herein. 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 including reimbursement of its reasonable expenses
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 or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially
in the following form:


 




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


 


	 	
        as

        Trustee 

	 	 
	 	By	 
	 	 	as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  


ARTICLE SEVEN


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND


COMPANY


 


Section 701. Disclosure
of Names and Addresses of Holders.


 


Every Holder of
Securities or coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of
the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with TIA Section 312,
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 TIA Section 312(b).


 


Section 702. Reports
by Trustee.


 


Within 60 days
after April 1 of each year commencing with the first April 1 after the first issuance of Securities pursuant to this
Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a brief
report dated as of such April 1 if required by TIA Section 313(a).


 


Section 703. Reports
by the Company.


 


The Company will:


 


(1) file with
the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such Sections, then it will file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;


 


(2) file with
the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations; and


 


(3) transmit
by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company
pursuant to paragraphs (A) and (B) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.


 


Section 704. Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 




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(1) semi-annually,
not later than 15 days after the Regular Record Date for interest for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such series as of such Regular
Record Date, or if there is no Regular Record Date for interest for such series of Securities, semi-annually, upon such dates as
are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, 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, so long as the Trustee is the Security Registrar, no such list shall be required to be furnished.


 


ARTICLE EIGHT


CONSOLIDATION,
MERGER, SALE, LEASE OR


CONVEYANCE


 


Section 801. Consolidations
and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions.


 


The Company may
consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other Person, provided
that in any such case, (i) either the Company shall be the continuing entity, or the successor (if other than the Company)
entity shall be a Person organized and existing under the laws of the United States, a State thereof or the District of Columbia
and such successor entity shall expressly assume the due and punctual payment of the principal of (and premium or Make-Whole Amount,
if any) and any interest (including all Additional Amounts, if any, payable pursuant to Section 1011) on all of the Securities,
according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture
to be performed by the Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee,
executed and delivered to the Trustee by such Person and (ii) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the lapse
of time, or both, would become an Event of Default, shall have occurred and be continuing.


 


Section 802. Rights
and Duties of Successor Corporation.


 


In case of any
such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor entity, such successor entity
shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first
part, and the predecessor entity, except in the event of a lease, shall be relieved of any further obligation under this Indenture
and the Securities. Such successor entity thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor entity, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities
which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities
so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution
hereof.


 


In case of any
such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made
in the Securities thereafter to be issued as may be appropriate.


 


Section 803. Officers’
Certificate and Opinion of Counsel.


 


Any consolidation,
merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an
Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance,
and the assumption by any successor entity, complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 




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ARTICLE NINE


SUPPLEMENTAL
INDENTURES


 


Section 901. Supplemental
Indentures Without Consent of Holders.


 


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


 


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


 


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


 


(3) to add
any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default
are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included
solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental
indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of at least a majority in aggregate principal amount of that
or those series of Securities to which such additional Events of Default apply to waive such default; or


 


(4) to add
to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change
or eliminate any restrictions on the payment of principal of or any premium, Make-Whole Amount or interest on Bearer Securities,
to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange
for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated
form, provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or


 


(5) amend
or supplement any of the provisions of this Indenture, provided that any such change or elimination does not adversely affect the
interests of the Holders of Securities Outstanding in any material respect; or


 


(6) to secure
the Securities; or


 


(7) to establish
the form or terms of Securities of any series and any related coupons as permitted by Sections 201 and 301; or


 


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


 


(9) to cure
any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent
with the provisions of this Indenture or to make any other changes, provided that in each case, such provisions shall not adversely
affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or


 


(10) to close
this Indenture with respect to the authentication and delivery of additional series of Securities or to qualify, or maintain qualification
of, this Indenture under the TIA; or


 


(11) to supplement
any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge
of any series of Securities pursuant to Sections 1401, 1402 and 1403; provided in each case that any such action shall not
adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities
in any material respect; or


 




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(12) to modify
the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authorization and delivery of
Securities.


 


Section 902. Supplemental
Indentures with Consent of Holders.


 


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


 


(1) change
the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any, on) or any installment of principal of or interest
on, any Security; or reduce the principal amount thereof or the rate or amount of interest thereon or any Additional Amounts payable
in respect thereof, or any premium or Make-Whole Amount payable upon the redemption thereof, or change any obligation of the Company
to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(i) and permitted by Section 901(A)),
or reduce the amount of the principal of an Original Issue Discount Security or Make-Whole Amount, if any, that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable
in bankruptcy pursuant to Section 504; or adversely affect any right of repayment at the option of the Holder of any Security,
or change any Place of Payment where, or the currency or currencies, currency unit or units or composite currency or currencies
in which, the principal of any Security or any premium or Make-Whole Amount or any Additional Amounts payable in respect thereof
or the interest thereon is payable; or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date
or the Repayment Date, as the case may be); 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 with respect to such series (or compliance
with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,
or reduce the requirements of Section 1504 for quorum or voting; or


 


(3) adversely
affect the right of any Holder to convert any Securities convertible into Capital Stock; or


 


(4) modify
any of the provisions of this Section, Section 513 or Section 1005, except to increase the required percentage to effect
such action 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.


 


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


 


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


 


Section 903. Execution
of Supplemental Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and 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 and
that all conditions precedent to the execution of such supplemental indenture have been complied with. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 




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Section 904. Effect
of Supplemental Indentures.


 


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


 


Section 905. Conformity
with Trust Indenture Act.


 


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


 


Section 906. Reference
in Securities to Supplemental Indentures.


 


Securities of
any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and
shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered
by the Trustee in exchange for Outstanding Securities of such series.


 


Section 907. Notice
of Supplemental Indentures.


 


Promptly after
the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 106,
setting forth in general terms the substance of such supplemental indenture.


 


ARTICLE TEN


COVENANTS


 


Section 1001. Existence.


 


Subject to Article Eight,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the existence, rights
(charter and statutory) and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof is not disadvantageous
in any material respect to the Holders of Securities of any series.


  


 


Section 1002. Payment
of Taxes and Other Claims.


 


The Company will
pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested
in good faith by appropriate proceedings.


 


Section 1003. Statement
as to Compliance.


 


The Company will
deliver to the Trustee within 120 days after the end of each fiscal year, a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance
with all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and
the nature and status thereof. For purposes of this Section 1003, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


 




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Section 1004. Additional
Amounts.


 


If any Securities
of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture
there is mentioned, in any context except in the case of Section 502(A), the payment of the principal of or any premium, Make-Whole
Amount or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received
on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant to Section 301 to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof
where such express mention is not made.


 


Except as otherwise
specified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and
at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has
been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish
the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium
or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are
not United States persons without withholding for or on account of any tax, assessment or other governmental charge described in
the Securities of or within the series. If any such withholding shall be required, then such Officers’ Certificate shall
specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such
Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate,
then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities
of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance
on any Officers’ Certificate furnished pursuant to this Section or in reliance on the Company’s not furnishing
such an Officers’ Certificate.





 


Section 1005. Waiver
of Certain Covenants.


 


The Company may
omit in any particular instance to comply with any term, provision or condition set forth in Sections 1001 to 1002, inclusive,
and with any other term, provision or condition with respect to the Securities of any series specified in accordance with Section 301
(except any such term, provision or condition which could not be amended without the consent of all Holders of Securities of such
series pursuant to Section 902), if before or after the time for such compliance the Holders of at least a majority in principal
amount of all outstanding Securities of such series, by Act of such Holders, 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 term, provision or condition shall remain in full force and effect.


 


ARTICLE ELEVEN


REDEMPTION OF
SECURITIES


 


Section 1101. Applicability
of Article.


 


Securities of
any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.


 




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Section 1102. Election
to Redeem; Notice to Trustee.


 


The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the
giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance
with such restriction.


 


Section 1103. Selection
by Trustee of Securities to Be Redeemed.


 


If less than all
the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such
series issued on such date with the same terms not previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.


 


The Trustee shall
promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


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


 


Section 1104. Notice
of Redemption.


 


Notice of redemption
shall be given in the manner provided in Section 106, not less than 30 days nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301, to each Holder
of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated
for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings
for the redemption of any other such Security or portion thereof.


 


Any notice that
is mailed to the Holders of Registered Securities in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.


 


All notices of
redemption shall state:


 


(1) the Redemption
Date;


 


(2) the Redemption
Price, accrued interest to the Redemption Date payable as provided in Section 1106, if any, and Additional Amounts, if any;


 


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


 


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


 


(5) that on
the Redemption Date the Redemption Price and accrued interest to the Redemption Date payable as provided in Section 1106,
if any, will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon shall cease to accrue on and after said date;


 




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(6) the Place
or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any;


 


(7) that the
redemption is for a sinking fund, if such is the case;


 


(8) that,
unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied
by all coupons maturing subsequent to the date fixed for redemption or the amount of any such missing coupon or coupons will be
deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for such series and any
Paying Agent is furnished;


 


(9) if Bearer
Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to the redemption on this Redemption Date pursuant to Section 305
or otherwise, the last date, as determined by the Company, on which such exchanges may be made;


 


(10) the CUSIP
number of such Security, if any, provided that neither the Company nor the Trustee shall have any responsibility for any such CUSIP
number; and


 


(11) if applicable,
that a Holder of Securities who desires to convert Securities to be redeemed must satisfy the requirements for conversion contained
in such Securities, the then existing conversion price or rate and the date and time when the option to convert shall expire.


 


Notice of redemption
of Securities to be redeemed shall be given by the Company or, at the Company request, by the Trustee in the name and at the expense
of the Company.


 


Section 1105. Deposit
of Redemption Price.


 


On or prior to
any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust)
an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient
to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on that date.


 


Section 1106. Securities
Payable on Redemption Date.


 


Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified in the currency or currencies, currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series)
(together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest-bearing, cease
to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located
outside the United States and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender
of coupons for such interest; and provided further that, installments of interest on Registered Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 




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If any Bearer
Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons,
or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have
been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located outside the United States and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those coupons.


 


If any Security
called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium or Make-Whole Amount,
if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Security.


 


Section 1107. Securities
Redeemed in Part.


 


Any Security which
is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or 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, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.


 


ARTICLE TWELVE


SINKING FUNDS


 


Section 1201. Applicability
of Article.


 


The provisions
of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.


 


The minimum amount
of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking
fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities of any series
is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities of any
series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each
sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities
of such series.


 


Section 1202. Satisfaction
of Sinking Fund Payments with Securities.


 


The Company may,
in satisfaction of all or any part of any mandatory sinking fund with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption) together in the case of any Bearer Securities of such
series with all matured coupons appertaining thereto and (2) apply as a credit Securities of such series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for by the terms of such Securities, or which have
otherwise been acquired by the Company; provided that such Securities so delivered or applied as a credit have not been previously
so credited. Such Securities shall be received and credited for such purpose by the Trustee at the applicable Redemption Price
specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.


 


Section 1203. Redemption
of Securities for Sinking Fund.


 


Not less than
60 days prior to each sinking payment date for Securities of any series, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to
the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited.
If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking
fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.


 




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ARTICLE THIRTEEN


REPAYMENT AT
THE OPTION OF HOLDERS


 


Section 1301. Applicability
of Article.


 


Repayment of Securities
of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.


 


Section 1302. Repayment
of Securities.


 


Securities of
any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereon, together with interest, if any, thereof accrued
to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment
Date it will 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) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage
of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the Securities
or portions thereof, as the case may be, to be repaid on such date.


 


Section 1303. Exercise
of Option.


 


Securities of
any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form
on the reverse of such Securities. In order for any Security to be repaid at the option of the Holder, the Trustee must receive
at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company
shall from time to time notify the Holders of such Securities) not earlier than 60 days nor later than 30 days prior
to the Repayment Date (1) the Security so providing for such repayment together with the “Option to Elect Repayment”
form on the reverse thereof duly completed by the Holder (or by the Holder’s attorney duly authorized in writing) or (2) a
telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the National Association
of Securities Dealers, Inc. (now known as the Financial Industry Regulatory Authority, Inc.) (“NASD”), or
a commercial bank or trust company in the United States setting forth the name of the Holder of the Security, the principal amount
of the Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor and
terms of the Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the
Security to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of
the Security, will be received by the Trustee not later than the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, however, that such telegram, telex, facsimile transmission or letter shall only be effective
if such Security and form duly completed are received by the Trustee by such fifth Business Day. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to
be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is
not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof
may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of or within the series of which such Security to be repaid is a part. Except as otherwise
may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment
option by the Holder shall be irrevocable unless waived by the Company.


 




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Section 1304. When
Securities Presented for Repayment Become Due and Payable.


 


If Securities
of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be
repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities
so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance
with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal
amount of such security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment
Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office
or agency located outside the United States and, unless otherwise specified pursuant to Section 301, only upon presentation
and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company shall
default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.


 


If any Bearer
Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect
of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount
so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside
the United States and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of
those coupons.


 


If the principal
amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.


 


Section 1305. Securities
Repaid in Part.


 


Upon surrender
of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or
Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.


 


ARTICLE FOURTEEN


DEFEASANCE AND
COVENANT DEFEASANCE


 


Section 1401. Applicability
of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If, pursuant to
Section 301, provision is made for either or both of (a) defeasance of the Securities of or within a series under Section 1402
or (b) covenant defeasance of the Securities of or within a series under Section 1403 to be applicable to the Securities
of any series, then the provisions of such Section or Sections, as the case may be, together with the other provisions of
this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities),
shall be applicable to such Securities and any coupons appertaining thereto, and the Company may at its option by Board Resolution,
at any time, with respect to such Securities and any coupons appertaining thereto, elect to defease such Outstanding Securities
and any coupons appertaining thereto pursuant to Section 1402 (if applicable) or Section 1403 (if applicable) upon compliance
with the conditions set forth below in this Article.


 




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Section 1402. Defeasance
and Discharge.


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining
thereto on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this
purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below,
and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture
insofar as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect
of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 305
and 306 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1004,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance
with this Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise
of its option under Section 1403 with respect to such Securities and any coupons appertaining thereto.


 


Section 1403. Covenant
Defeasance.


 


Upon the Company’s
exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 1001 to 1002, inclusive, and, if specified pursuant to Section 301,
its obligations under any other covenant, with respect to such Outstanding Securities and any coupons appertaining thereto on and
after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and
such Securities and any coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 1001
to 1002, inclusive, or such other covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining
thereto, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under
Section 501(D) or 501(I) or otherwise, as the case may be, but, except as specified above, the remainder of this
Indenture and such Securities and any coupons appertaining thereto shall be unaffected thereby.


 


Section 1404. Conditions
to Defeasance or Covenant Defeasance.


 


The following
shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series
and any coupons appertaining thereto:


 


(1) The Company
shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds
in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities and any coupons appertaining thereto, (1) an amount in such currency, currencies or currency
unit in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity, or (2) Government
Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies
or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any) and interest, if any,
on such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall
be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium or Make-Whole
Amount, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity
of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; provided, that the
Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments
with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102
hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with
the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable
redemption notice, if given, shall be given effect in applying the foregoing.


 




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(2) Such defeasance
or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have
a conflicting interest pursuant to Section 310(b) of the TIA with respect to any Security of the Company).


 


(3) No Event
of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities
and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(7) and
501(8) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until the expiration of such period).


 


(4) In the
case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that
(a) (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance
and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred and (b) the Securities are listed on the New York Stock Exchange that such defeasance
will not cause such Securities to be delisted.


  


(5) In the
case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.


 


(6) The Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have
been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection
(A) above and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case
may be) registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the
trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said
Act have been effected.


 


(7) After
the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally.


 


(8) Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional
or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.


 


Section 1405. Deposited
Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


All money and
Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”)
pursuant to Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining thereto shall
be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining
thereto 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 Holders of such Securities and any coupons appertaining thereto of all sums due
and to become due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest and Additional Amounts,
if any, but such money need not be segregated from other funds except to the extent required by law.


 




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Unless otherwise
specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(A) has
been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant
to Section 301 or the terms of such Security to receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(A) has been made in respect of such Security, or (b) a Conversion Event occurs
in respect of the currency or currency unit in which the deposit pursuant to Section 1404(A) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium or Make-Whole Amount, if any), and interest, if any, on such Security
as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security into the currency or currency unit in which such Security
becomes payable as a result of such election or Conversion Event based on the applicable market exchange rate for such currency
or currency unit in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for
such currency or currency unit in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Securities and any coupons appertaining thereto.


 


Anything in this
Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request
any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404
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 a defeasance
or covenant defeasance, as applicable, in accordance with this Article.


 


ARTICLE FIFTEEN


MEETINGS OF
HOLDERS OF SECURITIES


 


Section 1501. Purposes
for Which Meetings May Be Called.


 


A meeting of Holders
of Securities of any series may be called at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given
or taken by Holders of Securities of such series.


  


 


Section 1502. Call,
Notice and Place of Meetings.


 


(1) The Trustee
may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in the Borough of Manhattan, The City of New York as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than
180 days prior to the date fixed for the meeting.


 


(2) In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place
in the Borough of Manhattan, The City of New York, or in London for such meeting and may call such meeting for such purposes by
giving notice thereof as provided in subsection (A) of this Section.


 




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Section 1503. Persons
Entitled to Vote at Meetings.


 


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


 


Section 1504. Quorum;
Action.


 


The Persons entitled
to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders
of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal
amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting
may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(A),
except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to
be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall constitute a quorum.


 


Except as limited
by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect
to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series.


 


Any resolution
passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the
meeting.


 


Notwithstanding
the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities
affected thereby, or of the Holders of such series and one or more additional series;


 


(1) there
shall be no minimum quorum requirement for such meeting; and


 


(2) the principal
amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice,
consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction,
notice, consent, waiver or other action has been made, given or taken under this Indenture.


 


Section 1505. Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(1) Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by
having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized
by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.


 




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


 


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


 


(4) Any meeting
of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented
at the meeting, and the meeting may be held as so adjourned without further notice.


 


Section 1506. Counting
Votes and Recording Action of Meetings.


 


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


 


Section 1507. Evidence
of Action Taken by Holders.


 


Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified
percentage in principal amount of the Holders of any or all series may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such specified percentage of Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Article Six) conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Article.


 


Section 1508. Proof
of Execution of Instruments.


 


Subject to Article Six,
the execution of any instrument by a Holder or his agent or proxy may be proved in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.


 


* * * * *


 




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This Indenture
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 Indenture.


 


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


 


	 	SUPERCOM LTD.
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	as Trustee                               ,
	 	 
	 	By:
	 	Name:
	 	Title:


 


STATE OF


CITY OF


 


The foregoing
instrument was acknowledged before me in the City of          , State of           ,
by           ,            
of SuperCom Ltd., an Israeli company, on behalf of the company.


 


My commission
expires                                                            .


 


	 	 
	Notary Public	 


 


STATE OF                                                       


CITY/COUNTY OF                                                       


 


The foregoing
instrument was acknowledged before me in the City/County of       , State of        ,
by            ,          
of               , a     corporation,
on behalf of the corporation.


 


My commission
expires                                                             .


 


	 	 
	Notary Public	 


 




    	49



    	 



    

 


EXHIBIT A


FORMS OF CERTIFICATION


 




    	50



    	 



    

 


EXHIBIT A-1


FORM OF
CERTIFICATE TO BE GIVEN BY PERSON ENTITLED


TO RECEIVE BEARER
SECURITY OR TO OBTAIN INTEREST


PAYABLE PRIOR
TO THE EXCHANGE DATE


CERTIFICATE


[Insert title
or sufficient description of Securities to be delivered]


 


This is to certify
that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or
any estate or trust the income of which is subject to United States federal income taxation regardless of its source (“United
States person(s)”), (ii) are owned by United States person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Property Company
of America or its agent that such financial institution will provide a certificate within a reasonable time stating that it agrees
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by a financial institution for purposes of resale during
the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, such financial
institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), certifies that it
has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the
United States or its possessions.


 


As used herein,
“United States” means the United States of America (including the States and the District of Columbia); and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. We undertake
to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your Operating Procedures if any applicable statement
herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies
as of such date.


 


This certificate
excepts and does not related to [U.S.$]                     
of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand
an exchange for an interest in a Permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant,
collection of any interest) cannot be made until we do so certify.


  


 


We understand
that this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in such proceedings.


 


Dated:                                         ,
20    


 


	[To be dated no earlier than the 15th day prior to the earlier of (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 
	 	 
	[Name of Person Making Certification]	 
	 	 
	 	 
	(Authorized Signator)	 
	Name:	 
	Title:	 


 




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EXHIBIT A-2


FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR


AND CEDEL S.A.
IN CONNECTION WITH THE EXCHANGE OF


A PORTION OF
A TEMPORARY GLOBAL SECURITY OR TO


OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE


CERTIFICATE


[Insert title
or sufficient description of Securities to be delivered]


 


This is to certify
that, based solely on written certifications that we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S.$]                     
principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source (“United States person(s)”), (ii) is owned by United States person(s) that
are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for
their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches
of United States financial institutions and who hold the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent,
that we may advise Property Trust of America or its agent that such financial institution will provide a certificate within a reasonable
time stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by a financial institution for purposes of resale
during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and that such
financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person
within the United States or its possessions.


 


As used herein,
“United States” means the United States of America (including the States and the District of Columbia); and its “possessions”
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.


 


We further certify
that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any notification from any of our Member Organizations to the effect that
the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if
relevant, collection of any interest) are no longer true and cannot be relied upon as of the date hereof.


  


We understand
that this certification is required in connection with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in such proceedings.


 


Dated:                                         ,
20    


 


	[To be dated no earlier than the earlier of the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]	 
	 	 
	By:	 	 
	 	 	 


 




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