Exhibit 4.7


 


CACTUS, INC.


 


to


 


[TRUSTEE’S NAME]


 


Trustee


 


INDENTURE


 


Dated as of [                ] [      ], 20[      ]


 


SUBORDINATED DEBT SECURITIES


 


CACTUS, INC.


 






     


     


    

 


Certain Sections of this Indenture relating to
Sections 310


through 318, inclusive, of the Trust Indenture
Act of 1939, as amended


 


	Trust Indenture Act Section	 	Indenture Section
	Section 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	608
	Section 311(a)	 	613
	(b)	 	613
	Section 312(a)	 	701
	 	 	702
	(b)	 	702
	(c)	 	702
	Section 313(a)	 	703
	(b)	 	703
	(c)	 	703
	(d)	 	703
	Section 314(a)	 	704
	(a)(4)	 	101
	(b)	 	Not Applicable
	(c)(1)	 	102
	(c)(2)	 	102
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	102
	Section 315(a)	 	601
	(b)	 	602
	(c)	 	601
	(d)	 	601
	(e)	 	514
	Section 316(a)	 	101
	(a)(1)(A)	 	502
	 	 	512
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	(b)	 	508
	(c)	 	104
	Section 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	1003
	Section 318(a)	 	107


 


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


 



    i 


     


    

 


INDENTURE,
dated as of                 , 20        between Cactus, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”), having its principal office at 920 Memorial City Way, Suite 300, Houston, Texas 77024,
and [Trustee’s Name], a [          ] duly organized and existing under the laws of [          ], as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its [un]secured debentures, notes or other evidences of indebtedness
(herein called the “Securities”) to be issued in one or more series as in this Indenture 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 agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:


 


ARTICLE I


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 101      Definitions. For all purposes
of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 


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


 


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


 


(5)       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;


 


(6)       when used with respect to any
Security, the words “convert,” “converted” and “conversion” are intended to refer to the right of
the Holder or the Company to convert or exchange such Security into or for securities or other property in accordance with such terms,
if any, as may hereafter be specified for such Security as contemplated by Section 301, and these words are not intended to refer
to any right of the Holder or the Company to exchange such Security for other Securities of the same series and like tenor pursuant to
Section 304, 305, 306, 906 or 1107 or another similar provision of this Indenture, unless the context otherwise requires; and references
herein to the terms of any Security that may be converted mean such terms as may be specified for such Security as contemplated in Section 301;


 


(7)       unless the context otherwise
requires, any reference to “duly provided for” and other words of similar import with respect to any amount or property required
to be paid or delivered, as applicable, shall include, without limitation, having made such amount or property available for payment or
delivery;


 






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


 


(9)       when the words “includes”
or “including” are used herein, they shall be deemed to be followed by the words “without limitation;” and


 


(10)       “or” is not exclusive.


 


“Act,” when used with respect to any
Holder, has the meaning specified in Section 104.


 


“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.


 


“Applicable Procedures” of a Depositary
means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable to such matter
at such time.


 


“Authenticating Agent” means, when
used with respect to Securities of any series, any Person authorized by the Trustee to act on behalf of the Trustee to authenticate the
Securities of such series.


 


“Board of Directors” means any of (a) the
board of directors of the Company, (b) any duly authorized committee of that board or (c) any officer of the Company duly authorized
by the board of directors of the Company to take a specified action.


 


“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. Where any provision of this Indenture
refers to action to be taken pursuant to a Board Resolution (including the establishment of any series of the Securities and the forms
and terms thereof), such action may be taken by any officer or employee of the Company authorized to take such action by the Board of
Directors as evidenced by a Board Resolution.


 


“Business Day,” when used with respect
to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in
that Place of Payment are authorized or obligated by law or executive order to close; provided that, when used with respect to
any Security, “Business Day” may have such other meaning, if any, as may be specified for such Security as contemplated by
Section 301.


 


“Capital Stock” means:


 


(1)       in the case of a corporation,
corporate stock;


 


(2)       in the case of a limited liability
company or similar entity, any membership or similar interests therein;


 


(3)       in the case of an association
or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;


 


(4)       in the case of a partnership,
partnership interests (whether general or limited); and


 


(5)       any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.


 






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


 


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


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by any two Officers of the Company.


 


“Corporate Trust Office” means the
designated office of the Trustee in [         ,       ] at which at any particular time its corporate trust business shall be administered and which,
at the date hereof, is located at [TRUSTEE’S ADDRESS], or at such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee.


 


“corporation” means a corporation,
association, company (including a limited liability company), joint-stock company, business trust or other business entity (other than
a partnership).


 


“Covenant Defeasance” has the meaning
specified in Section 1303.


 


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


 


“Defeasance” has the meaning specified
in Section 1302.


 


“Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as depositary for such Securities as contemplated by Section 301.


 


“DTC” has the meaning specified in
Section 104.


 


“Equity Interests” means Capital Stock
and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).


 


“Event of Default” has the meaning
specified in Section 501.


 


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


 


“Expiration Date” has the meaning specified
in Section 104.


 


“GAAP” means generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board, the Public Company Accounting Oversight Board
or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are
in effect from time to time. All ratio computations based on GAAP contained in this Indenture will be computed in conformity with GAAP.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be
specified as contemplated by Section 301 for such Securities).


 


“Holder” means a Person in whose name
a Security is, at the time of determination, registered in the Security Register.


 






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“Indebtedness” means, with
respect to any Person, without duplication, any indebtedness of such Person, whether or not contingent: (a) in respect of
borrowed money; (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof); (c) in respect of banker’s acceptances; (d) representing capital lease obligations;
(e) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable; or (f) representing any hedging obligation, if and to the extent any of the
foregoing indebtedness (other than letters of credit and hedging obligations) would appear as a liability upon a balance sheet of
such Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (x) all indebtedness of
any other Person, of the types described above in Clauses (a) through (f), secured by a lien on any asset of such Person
(whether or not such indebtedness is assumed by such Person), and (y) to the extent not otherwise included, the guarantee by
such Person of any indebtedness of any other Person of the types described above in Clauses (a) through (f).


 


“Indenture” means this instrument as
originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of any particular series or specific Securities within a series
established as contemplated by Section 301.


 


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


 


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


 


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


 


“Notice of Default” means a written
notice of the kind specified in Section 501(4).


 


“Officer” means, with respect to any
Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer,
the Chief Administrative Officer, the Chief Accounting Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person (or, if such Person is a partnership, the general partner thereof) or any other officer
or officers of such Person (or such general partner) designated in a writing by or pursuant to authority of the Board of Directors and
delivered to the Trustee from time to time.


 


“Officers’ Certificate” means
a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom shall be the principal executive officer,
the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 102.


 


“Opinion of Counsel” means a written
opinion from legal counsel (who may be an employee of or counsel for the Company or any Affiliate thereof) who is reasonably acceptable
to the Trustee that meets the requirements of Section 102.


 


“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:


 


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


 






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


 


(3)       Securities as to which Defeasance
has been effected pursuant to Section 1302;


 


(4)       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 protected purchaser in whose hands such Securities are valid obligations of the Company; and


 


(5)       Securities as to which any
property deliverable upon conversion thereof has been delivered (or such delivery has been duly provided for), or as to which any other
particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section 301;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the
principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to
Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or
determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign
currencies, composite currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or,
in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company, or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee actually 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.


 


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


 


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


 


“Place of Payment,” when used with
respect to the Securities of any series and subject to Section 1002, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable 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 wrongfully taken Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or wrongfully
taken Security.


 






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


 


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


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of any series, means the date specified for that purpose as contemplated by Section 301.


 


“Responsible Officer,” when used with
respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee)
or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his
or her knowledge of and familiarity with the particular subject.


 


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


 


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


 


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


 


“Senior Debt” means, with respect to
the Company: (a) [                    ]1 and (b) any Indebtedness of the Company permitted under the terms of this Indenture, unless
the instrument under which such Indebtedness is incurred expressly provides that it is on a parity in right of payment with or subordinated
in right of payment to the Securities. Notwithstanding the foregoing, “Senior Debt” will not include: (a) Equity Interests;
(b) any liability for federal, state, local or other taxes due or owed by the Company; (c) any Indebtedness of the Company to
any Subsidiaries or Affiliates of the Company; (d) any trade payables; or (e) any Indebtedness that is incurred in violation
of this Indenture.


 


“Special Record Date” for the payment
of any Defaulted Interest, means a date fixed by the Trustee pursuant to Section 307.


 


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


 


“Subsidiary,” with respect to any Person,
means any (i) corporation (other than a partnership) of which the outstanding Capital Stock having a majority of the votes entitled
to be cast in the election of directors, managers or trustees of such corporation under ordinary circumstances shall at the time be owned,
directly or indirectly, by such Person or any other Person of which a majority of the voting interests under ordinary circumstances is
at the time, directly or indirectly, owned by such Person or (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person
or one or more Subsidiaries of that Person (or any combination thereof).


 


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


 





 



 1 Specify any Indebtedness of the Company outstanding
at the time the Indenture is executed and delivered that is intended to be “Senior Debt.”


 






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


 


“Uniform Commercial Code” means the
Uniform Commercial Code in effect in the State of Delaware or the State of New York, as applicable, in each case as amended from time
to time.


 


“U.S. Government Obligation” has the
meaning specified in Section 1304.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 103       Form of Documents Delivered
to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


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


 






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


 


Section 104       Acts of Holders; Record Dates.
Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent or agents 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 and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee, the Company,
if made in the manner provided in this Section 104.


 


Without limiting the generality of this Section 104,
unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder
of a Global Security, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted in or pursuant to this Indenture to be given, made or taken by Holders,
and a Depositary or its nominee that is a Holder of a Global Security may duly appoint in writing as its agent or agents members of, or
participants in, such Depositary holding interests in such Global Security in the records of such Depositary; and (ii) with respect
to any Global Security the Depositary for which is The Depository Trust Company (“DTC”), any consent or other action given,
made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system
or other Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the “Act” of the Holder
of such Global Security, and such Act shall be deemed to have been delivered to the Company, and the Trustee upon the delivery by DTC
of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance
with the Applicable Procedures of DTC.


 


The fact and date of the execution by any
Person of any instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him 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
manner which the Trustee deems sufficient.


 


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


 


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


 


With respect to Securities of any series, the Company
may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of such series entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and
the provisions of this paragraph shall not apply with respect to, the giving, making or taking of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities
of the relevant series on such record date, and no other Holders, shall be entitled to give, make or take the relevant action, whether
or not such Holders remain Holders after such record date; provided, however, that no such action shall be effective hereunder
unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously
set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 105 and 106.


 






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The Trustee may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving, making or taking of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings
referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities
of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to give, make or take such notice, declaration, request or direction, whether or not such
Holders remain Holders after such record date; provided, however, that no such action shall be effective hereunder unless
given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action given, made or taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series
on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 105 and
106.


 


With respect to any record date set pursuant to
this Section 104, the party hereto which sets such record date may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date set pursuant to this Section 104, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change
the Expiration Date to an earlier day as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later
than the 180th day after the applicable record date.


 


Without limiting the foregoing, a Holder entitled
hereunder to give, make or take any action hereunder with regard to any particular Security may do so, in person or by an agent duly appointed
in writing, with regard to all or any part of the principal amount of such Security.


 


Section 105     
Notices, Etc., to Trustee, 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 (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing and delivered in Person, mailed by first class mail (registered or certified, return receipt requested),
transmitted by facsimile or sent by overnight courier guaranteeing next Business Day delivery to or with the Trustee addressed to it
at its Corporate Trust Office, Facsimile [                  ] or (2) the Company or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if made, given, furnished or filed in writing and delivered in Person, mailed by first class
mail (registered or certified, return receipt requested), transmitted by facsimile or sent by overnight courier guaranteeing next Business
Day delivery, to or with the Company addressed to it at the address of its principal office specified in the first paragraph of this
instrument, Attention: General Counsel, Facsimile: [·] with a copy to Baker Botts
L.L.P., 30 Rockefeller Plaza, New York, New York 10112, Attention: [·], or at any other
address previously furnished in writing to the Trustee by the Company.


 


All requests, demands, authorizations, directions,
notices, consents, waivers or Acts of Holders or other such documents made, given, furnished or filed with or to the Trustee the Company
shall be deemed to have been duly made, given furnished or filed: (i) at the time delivered by hand, if personally delivered; (ii) five
calendar days after being deposited in the mail, postage prepaid, if mailed; (iii) when receipt is acknowledged, if telecopied; and
(iv) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next Business Day
delivery. Notices given by publication will be deemed given on the first date on which publication is made.


 






    9


     


    

 


Section 106       Notice to Holders; Waiver.
Where this Indenture provides for notice or other communication to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if given in writing and mailed by first class mail (registered or certified, return receipt requested)
or sent by overnight air courier guaranteeing next Business Day delivery, to each Holder affected by such event, at such Holder’s
address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice or other communication. Any notice or other communication shall also be so mailed or sent to
any Person described in Section 313(c) of the Trust Indenture Act, to the extent required by the Trust Indenture Act. Failure
to mail or send a notice or other communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders.


 


If a notice or communication is mailed or sent
in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. Where this Indenture
provides for notice or other communication in any manner, such notice or other communication may be waived in writing by the Person entitled
to receive such notice or other communication, either before or after the event, and such waiver shall be the equivalent of such notice
or other communication. Waivers of notice or other communication 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. If the Company mails a notice or communication
to the Holders, it shall mail a copy to the Trustee at the same time.


 


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


 


Where this Indenture provides for notice or other
communication with respect to any event to a Holder of a Global Security, such notice or other communication shall be sufficiently given
if given to the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice or other communication.


 


Section 107       Trust Indenture Act Matters.
If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to
be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture
as so modified or to be excluded, as the case may be. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture.


 


Section 108       Effect of Headings. The
Article and Section headings herein are for convenience only and shall not affect the construction hereof.


 


Section 109       Successors and Assigns.
All covenants and agreements in this Indenture and the Securities by the Company and the Trustee, except as otherwise provided in Section 802,
shall bind their respective successors and assigns, whether so expressed or not.


 


Section 110       Separability Clause. In
case any provision in this Indenture, or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 111       Benefits of Indenture.
Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture, except as may otherwise be provided pursuant to Section 301 with respect to any Securities of a particular series or under
this Indenture with respect to such Securities.


 






    10


     


    

 



 


Section 112            Governing Law. This Indenture
and the Securities and the rights and obligations of the parties hereto and thereto, including the interpretation, construction, validity
and enforceability thereof, shall be governed by and construed and interpreted in accordance with the law of the State of New York.


 


Section 113            Legal Holidays. In any
case where any Interest Payment Date, Redemption Date or Maturity of any Security, or any date on which a Holder has the right to convert
his Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section 113))
payment of interest or principal (and premium, if any), or conversion of such Security need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Maturity, or on such date for conversion, as the case may be.


 


Section 114            No Adverse Interpretation of
Other Agreements. This Indenture may not be used to interpret any other indenture, loan or other agreement of the Company or any Subsidiaries
of the Company or of any other Person. Any such indenture, loan or other agreement may not be used to interpret this Indenture.


 


Section 115            No Personal Liability of Directors,
Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the Company,
as such, will have any liability for any obligations of the Company, under the Securities or this Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Securities. The waiver may not be effective
to waive liabilities under the federal securities laws.


 


Section 116            Language of Notices, Etc.
Any request, demand, authorization, direction, notice, consent, waiver, other action or Act provided 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.





 


Section 117            Force
Majeure. Subject to Section 601, in no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts
of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


Section 118            Waiver
of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE.


 


ARTICLE II 


SECURITY FORMS


 


Section 201            Forms Generally. As to
each series of Securities, the Securities of such series shall be in substantially the form set forth in this Article, or in such other
form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities as
evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.


 






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


 


Section 202            Form of Face of Security.


 


[Insert any legend required by the Internal
Revenue Code and the regulations thereunder.]


 


	 	CUSIP
    [               ]
	No.	$               


 


CACTUS, INC.


 


CACTUS, INC., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to              , or registered assigns, the principal sum of             Dollars on [if
the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from             2 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and             in each year, commencing
             , and at the Maturity thereof, at the rate of             % per annum, until the principal hereof is paid or made available for payment, provided
that any premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent
that the payment of such interest shall be legally enforceable), from the date such overdue amount is due until such amount is paid or
duly provided for, and such interest on any overdue amount shall be payable on demand](2). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the or             (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
so payable, but not punctually paid or duly provided for, will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner
not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


[If the Security is not to bear interest
prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of [             ]% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates
such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable
on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of [             ]% per annum
(to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount
so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]3


 


 






2              If the Securities of the applicable series are to be
sold “flat”, insert the date of original issuance of Securities of such series. If the Securities of the applicable series
are to be issued “with accrued interest”, insert the Interest Payment Date for Securities of such series next preceding the
date of original issuance of Securities of such series.


 


3              To remain in brackets and italicized in indenture as
executed.


 






    12


     


    

 


Payment of the principal of (and premium, if
any) and [if applicable, insert — any such] interest on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts, against surrender of this Security in the case of any
payment due at the Maturity of the principal thereof or any payment of interest becomes payable on a day other than an Interest
Payment Date; provided, however, that if this Security is not a Global Security, (i) payment of interest on an
Interest Payment Date will be made by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register; and all other payments will be made by check against surrender of this Security; (ii) all payments by check
will be made in next-day funds (i.e., funds that become available on the day after the check is cashed); and
(iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on this Security, if
this Security is in a denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in the case of
any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written
request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes
due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Company shall
make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire
instructions, once properly given by a Holder as to this Security, remaining in effect as to such Holder and this Security unless
and until new instructions are given in the manner described above and provided further, that notwithstanding anything in the
foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to the Applicable Procedures of the
Depositary as permitted in said Indenture.


 


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


 


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


 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly signed manually or by facsimile by its duly authorized officers.


 


	 	CACTUS, INC.,
    

    a Delaware corporation
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Section 203            Form of Reverse of Security.
This Security is one of a duly authorized issue of senior securities of the Company (herein called the “Securities”), issued
and to be issued in one or more series under an Indenture, dated as of [Insert date of indenture] (herein called the “Indenture”,
which term shall have the meaning assigned to it in such instrument), between the Company and [Name of Trustee], as Trustee (herein
called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof [if applicable, insert — limited in aggregate principal amount to $
             ].


 


[If applicable, insert — The Securities
of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice, at any time [if applicable,
insert — on or after [             ], 20[             ]],
as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [if applicable, insert — on or before [            
], [             ]%, and if redeemed] during the 12-month period beginning
[             ] of the years indicated, and
thereafter at a Redemption Price equal to [             ]% of the principal
amount, together in the case of any such redemption with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities,
of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]](3)




 


	Year	 	 	 	Redemption
                                            Price	 	 	 	Year	 	 	 	Redemption
                                            Price	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    13


     


    




 


[If applicable, insert — The Securities
of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on [             ] in any year
commencing with the year [             ] and ending with the year [             ] through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [if applicable, insert — on or after [             ], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning [             ] of the years indicated,


 


	Year	 	 	Redemption
                                            Price For 
 Redemption Through 

                                            Operation of the Sinking Fund
	 	Redemption
                                            Price For 
 Redemption Otherwise Than 

                                            Through Operation of the 

                                            Sinking Fund

	 	 	 	 	 	 






 


and
thereafter] at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on
or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.](3)


 


[If applicable, insert — Notwithstanding
the foregoing, the Company may not, prior to [             ], redeem any Securities of this series as contemplated by [if applicable, insert —
clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice)
of less than [             ]% per annum.](3)


 


[If applicable, insert — The sinking
fund for this series provides for the redemption on [             ] in each year beginning with the year [             ] and ending with the year [             ] of [if
applicable, insert — not less than $[             ] (“mandatory sinking fund”) and not more than] $[             ] aggregate principal amount
of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable,
insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory]
sinking fund payments otherwise required to be made [if applicable, insert —, in the inverse order in which they become due.]](3)


 


[If the Security is subject to redemption
of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series
and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.](3)


 


The Indebtedness evidenced by this Security is,
to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt,
and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to
take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his
or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance
of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter
created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.


 


[If applicable, insert — The Indenture
contains provisions for defeasance at any time of the entire Indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.](3)


 






    14


     


    

 


[If the Security is not an Original Issue
Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.](3)


 


[If the Security is an Original Issue Discount
Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount
of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment
of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall terminate.](3)


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority
in principal amount (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities)
of all Securities at the time Outstanding to be affected (considered together as one class for this purpose and such Securities to be
affected potentially being Securities of the same or different series and, with respect to any series, potentially comprising fewer than
all the Securities of such series), except as may otherwise be provided pursuant to the Indenture for all or any specific Securities of
any series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount (including waivers
obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of the Securities at the time Outstanding
to be affected under the Indenture (considered together as one class for this purpose and such affected Securities potentially being Securities
of the same or different series and, with respect to any particular series, potentially comprising fewer than all the Securities of such
series), on behalf of the Holders of all Securities so affected, to waive compliance by the Company with certain provisions of the Indenture
and (ii) permitting the Holders of a majority in principal amount (including waivers obtained in connection with a purchase of, or
tender offer or exchange offer for, Securities) of the Securities at the time Outstanding of any series to be affected under the Indenture
(with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain
past defaults under the Indenture with respect to such series and their consequences, in the case of Clause (i) or (ii), except as
may otherwise be provided pursuant to the Indenture for all or any specific Securities of any series. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.


 


As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or
for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than
25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.


 


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


 






    15


     


    

 


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


 


The Securities of this series are issuable only
in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.


 


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


 


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


 


[If this Security is a Global Security, insert
 — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including
the limitations therein on transfers and exchanges of Global Securities.]


 


This Security and the Indenture shall be governed
by and construed in accordance with the law of the State of New York.


 


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


 


Section 204            Form of
Legend for Global Securities. Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby,
every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:


 


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


 


Section 205            Form of Trustee’s
Certificate of Authentication. The Trustee’s certificates of authentication shall be in substantially the following form:


 


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


 


	Dated:	[NAME
    OF TRUSTEE],
	 	As
    Trustee
	 	 
	 	By:	 
	 	 	Authorized
    Signatory


 






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ARTICLE III 


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 a Board Resolution, and, subject to Section 303, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of any series,


 


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


 


(2)           any limit upon the
aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are
deemed never to have been authenticated and delivered hereunder);


 


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


 


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


 


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


 


(6)           the place or places where the
principal of and any premium and interest on any Securities of the series shall be payable and the manner in which any payment may be
made;


 


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


 


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


 


(9)           if other than denominations
of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable;


 


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


 


(11)         if other than the currency of the
United States of America, the currency, currencies, composite currency, composite currencies or currency units in which the principal
of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in
the currency of the United States of America for any purpose, including for the purposes of making payment in the currency of the United
States of America and applying the definition of “Outstanding” in Section 101;


 






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


 


(13)         if other than the entire principal
amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 502;


 


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


 


(15)         if applicable, that the Securities
of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1302 or Section 1303 or both such
Sections, and, if such Securities may be defeased, in whole or in part, pursuant to either or both such Sections, any provisions to permit
a pledge of obligations other than U.S. Government Obligations (or the establishment of other arrangements) to satisfy the requirements
of Section 1304(1) for defeasance of such Securities and, if other than by a Board Resolution, the manner in which any election
by the Company to defease such Securities shall be evidenced;


 


(16)         if applicable, that any Securities
of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries
for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu
of that set forth in Section 204, any addition to, elimination of or other change in the circumstances set forth in Clause (2) of
the penultimate paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered,
and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary
for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of any such Global Security;


 


(17)         any addition to, elimination of
or other change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;


 





(18)         any addition to, elimination of
or other change in the covenants set forth in Article X which applies to Securities of the series;


 


(19)         any provisions necessary to permit
or facilitate the issuance, payment, exchange or conversion of any Securities of the series that may be converted into securities or other property
other than Securities of the same series and of like tenor, whether in addition to, or in lieu of, any payment of principal or other amount
and whether at the option of the Company or otherwise;


 


(20)         if applicable, that Persons other
than those specified in Section 111 shall have such benefits, rights, remedies and claims with respect to any Securities of the series
or under this Indenture with respect to such Securities, as and to the extent provided for such Securities;


 






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(21)         any change in the actions permitted
or required under this Indenture to be taken by or on behalf of the Holders of the Securities of the series, including any such change
that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific Securities of the series rather
than or in addition to the Holders of all Securities of the series;


 


(22)         if other than as provided in Article XIV,
any provisions for subordination of any Securities of the series to other Indebtedness of the Company (including Securities of other series);



 


(23)         if applicable, redemption or early repayment provisions;


 


(24)         whether the Securities will be secured or unsecured and any related
provisions; and


 


(25)         any other terms of the series (which
terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above 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 pursuant to this Section 301 for any series, after issuance of Securities of such series, such series may be reopened for
issuances of additional Securities of that series.


 


The terms of any Security of a series may differ
from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section 301. The matters referenced
in any or all of Clauses (1) through (25) above may be established and set forth or determined as aforesaid with respect to all or
any specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act).


 


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


 


The Securities shall be subordinated in right of
payment to Senior Debt as provided in Article XIV, or as set forth in an Officers’ Certificate or established in one or more
indentures supplemental hereto.


 


Section 302            Denominations. The Securities
of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


Section 303            Execution, Authentication,
Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer,
President or any Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority
of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may
be manual or facsimile..


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, to the Trustee for authentication,
together with a Company Order, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions, and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject
to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)           if the form of such Securities
has been established by or pursuant to Board Resolution, as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;


 






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(2)           if the terms of such Securities
have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and


 


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


 


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





 


Notwithstanding the provisions of Section 301
and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order, and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.


 


Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section 304            Temporary Securities. Pending
the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities.


 


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


 


Section 305            Registration, Registration
of Transfer and Exchange. The Company shall cause to be kept at each office or agency of the Company designated as a Place of Payment
pursuant to the first paragraph of Section 1002 a register (the register, maintained in each such office or agency of the Company
designated as a Place of Payment, being herein sometimes collectively referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities
as herein provided.


 






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


 


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


 


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


 


Every Security presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or 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 or 1107 not involving any transfer.


 


If the Securities of any series (or of any series
and specified tenor) are to be redeemed in whole or in part, the Company shall not be required (A) to issue, register the transfer
of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at
the opening of business 15 days before the day of selection of any such Securities for redemption under Section 1103 and ending at
the close of business on the day of such selection (or during such period as otherwise specified pursuant to Section 301 for such
Securities), or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.


 


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


 


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


 





(2)            Notwithstanding any other provision
in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301, no Global
Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may
be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such
Depositary has notified the Company that it (i) is unwilling or unable to continue as Depositary for such Global Security or (ii) has
ceased to be a clearing agency registered under the Exchange Act, or (B) the Company has executed and delivered to the Trustee a
Company Order stating that such Global Security shall be exchanged in whole for Securities that are not Global Securities (in which case
such exchange shall promptly be effected by the Trustee). If the Company receives a notice of the kind specified in Clause (A) above
or has delivered a Company Order of the kind specified in Clause (B) above, it may, in its sole discretion, designate a successor
Depositary for such Global Security within 90 days after receiving such notice or delivery of such order, as the case may be. If the Company
designates a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other Global
Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for such successor
Global Security or Global Securities and the provisions of Clauses (1), (2), (3) and (4) of this provision shall continue to
apply thereto.


 






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(3)           Subject to Clause (2) above
and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any exchange of a Global Security
for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof
shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)            Every Security authenticated
and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant
to this Section 305, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall
be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or
a nominee thereof.


 


Every Person who takes or holds any beneficial
interest in a Global Security agrees that:


 


(5)           the Company and the Trustee
may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such Person;


 


(6)           such Person’s rights
in the Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreement between
such Person and the Depositary and/or direct and indirect participants of the Depositary;


 


(7)           the Depositary and its participants
make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest on the Global
Securities to, such Persons in accordance with the Applicable Procedures of the Depositary; and


 


(8)           none of the Company, the Trustee
nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.


 


Section 306            Mutilated, Destroyed, Lost
and Wrongfully Taken Securities. If (a) any mutilated Security is surrendered to the Trustee or (b) both (i) there
shall be delivered to the Company and the Trustee (A) a claim by a Holder as to the destruction, loss or wrongful taking of any Security
of such Holder and a request thereby for a new replacement Security of the same series, and (B) such indemnity bond as may be required
by them to save each of them and any agent of either of them harmless and (ii) such other reasonable requirements as may be imposed
by the Company as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a “protected purchaser” within the meaning of Section 8-405
of the Uniform Commercial Code, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of
any such mutilated, destroyed, lost or wrongfully taken Security, a new Security of the same series and of like tenor and principal amount
and bearing a number not contemporaneously Outstanding.


 


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


 


Upon the issuance of any new Security under this
Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any series issued pursuant
to this Section 306 in lieu of any destroyed, lost or wrongfully taken Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or wrongfully taken Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series
duly issued hereunder.


 






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The provisions of this Section 306 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 wrongfully taken Securities.


 


Section 307            Payment of Interest; Interest
Rights Preserved. Except as otherwise provided as contemplated by Section 301 with respect to any Securities of a series, interest
on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest (or, if no business is conducted by the Trustee at its Corporate Trust Office on such date, at 5:00 P.M. New York
City time on such date).





 


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


 


(1)            The Company may elect to make
payment of any Defaulted Interest payable on any Securities of a series to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each of such Securities and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee
an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of such Securities in
the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following Clause (2).


 


(2)            The Company may make payment
of any Defaulted Interest on any Securities of a 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.


 


Except as may otherwise be provided in this Section 307
or as contemplated in Section 301 with respect to any Securities of a series, the Person to whom interest shall be payable on any
Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of such Security on the day such
interest is paid.


 


Subject to the foregoing provisions of this Section 307,
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.


 


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


 






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Notwithstanding the foregoing, the terms of any
Security that may be converted may provide that the provisions of the immediately preceding paragraph do not apply, or apply with such
additions, changes or omissions as may be provided thereby, to such Security.


 


Section 308            Persons Deemed Owners.
Prior to due presentment of a Security for registration of transfer, the Company and the Trustee and any agent of the Company or the Trustee
shall treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


Section 309            Cancellation. All Securities
surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly 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. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed
of as directed by a Company Order; provided, however, that the Trustee shall not be required to destroy such cancelled Securities.


 


Section 310            Computation of Interest.
Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.


 


Section 311            CUSIP Numbers. The Company,
in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” and “ISIN” numbers in notices of redemption as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or
as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee
of any change in “CUSIP” or “ISIN” numbers.


 





ARTICLE IV 


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 the Securities of any series
(except as to any surviving rights of conversion, registration of transfer or exchange of any such Security expressly provided for herein
or in the terms of such Security), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to such Securities, when


 


(1)           either


 


(A)          all such Securities theretofore
authenticated and delivered (other than (i) Securities which have been destroyed, lost or wrongfully taken and which have been replaced
or paid as provided in Section 306 and (ii) Securities for the payment of which money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or


 






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(B)           all such Securities not theretofore
delivered to the Trustee for cancellation


 


(i)            have become due and payable,
or


 


(ii)           will become due and payable
at their Stated Maturity within one year, or


 


(iii)          are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company, and the Company in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire Indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


(2)           the Company has paid or caused
to be paid all other sums payable hereunder by the Company with respect to such Securities;


 


(3)            no event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities (other than
such an event or Event of Default with respect to such Securities resulting solely from the incurrence of Indebtedness or other borrowing
of funds, or the grant of liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit)
shall have occurred and be continuing at the time of such deposit;


 


(4)           such deposit shall not result
in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which
it is bound; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614, and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section 401 with respect to such Securities, the obligations of the Company
of such series under Section 1002 and the obligations of the Trustee under Section 402, Section 606 and the last paragraph
of Section 1003 with respect to such Securities shall survive such satisfaction and discharge.


 


Section 402            Application of Trust Money.
Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401
with respect to Securities of any series shall be held in trust and applied by it, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money
has been deposited with the Trustee. All moneys deposited with the Trustee pursuant to Section 401 (and held by it or any Paying
Agent) for the payment of Securities subsequently converted shall be returned to the Company upon Company Request, to the extent originally
deposited by the Company. The Company may direct by a Company Order the investment of any money deposited with the Trustee pursuant to
Section 401, without distinction between principal and income, in (1) United States Treasury Securities with a maturity of one
year or less or (2) a money market fund that invests solely in short term United States Treasury Securities and from time to time
the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified
in Clause (1) or (2) of this sentence.


 






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ARTICLE V 


REMEDIES


 


Section 501            Events of Default.


 





Except as may otherwise be provided pursuant to
Section 301 for all or any specific Securities of any series, “Event of Default,” wherever used herein with respect to
the Securities of that series, means any one of the following events (whatever the reason for such Event of Default and whether it shall
be occasioned by the provisions of Article XIV, 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 any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or


 


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


 


(3)           default in the deposit of any
sinking fund payment, when and as due by the terms of a Security of that series and continuance of such default for a period of 60 days;
or


 


(4)           default in the performance,
or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this Indenture solely
for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


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


 


(provided that, if any Person becomes the successor
to the Company pursuant to Article VIII and such Person is a corporation, partnership or trust organized and validly existing under
the law of a jurisdiction outside the United States, each reference in this Clause (5) to an applicable Federal or State law of a
particular kind shall be deemed to refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for as long as such
Person is the successor to the Company hereunder and is so organized and existing); or


 






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(6)           the commencement by the Company
of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition
or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of
such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action (provided that, if any Person becomes the successor to the Company pursuant to Article VIII
and such Person is a corporation, limited liability company, partnership, trust or other entity organized and validly existing under the
law of a jurisdiction outside the United States, each reference in this Clause (6) to an applicable Federal or State law of a particular
kind shall be deemed to refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for as long as such Person is
the successor to the Company hereunder and is so organized and existing); or


 


(7)           any other Event of Default
provided with respect to Securities of that series in accordance with Section 301.


 


Section 502            Acceleration of Maturity; Rescission
and Annulment. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series,
if an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6)) with respect to Securities of
that series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series
(or, in the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity
thereof, such amount as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), together with any
accrued and unpaid interest thereon, shall become immediately due and payable. Except as may otherwise be provided pursuant to Section 301
for all or any specific Securities of any series, if an Event of Default specified in Section 501(5) or Section 501(6) with
respect to Securities of that series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, in
the case of any Security of that series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof,
such amount as may be specified by the terms thereof), together with any accrued and unpaid interest thereon, shall automatically, and
without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.


 


Except as may otherwise be provided pursuant
to Section 301 for all or any specific Securities of any series, at any time after such a declaration of acceleration with
respect to Securities of that series has been made and before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company, and the Trustee, may rescind and annul such declaration and its
consequences if


 


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


 


(A)          all overdue interest on all Securities
of that series,


 


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


 


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


 


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


 


(2)           all Events of Default with
respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely
by such declaration of acceleration, have been cured or waived as provided in Section 513.


 






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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 interest on any Security when such interest becomes due and payable and such default continues for a period of 60 days, or


 


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


 


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


 


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


 


Section 504         Trustee May File Proofs
of Claim. In case of any judicial proceeding relative to the Company or any other obligor upon the Securities, their property or their
creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. The Trustee shall
be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.


 


No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote
for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


Section 505         Trustee May Enforce Claims
Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced
by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.


 


Section 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 any premium or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 607;


 






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


 


THIRD: To the payment of the remainder, if any,
to the Company, or to whomsoever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.


 


Section 507         Limitation on Suits. No
Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 508         Unconditional Right of Holders
to Receive Principal, Premium and Interest and to Convert. Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject
to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption,
on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in accordance with its terms, and to
institute suit for the enforcement of any such payment and, if applicable, any such right to convert, 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 has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no
such proceeding had been instituted.


 


Section 510         Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities in
the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy.


 






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Section 511         Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 512         Control by Holders. The
Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Securities of such series, provided that


 


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


 


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


 


(3)         subject to the provisions of
Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine
that the proceeding so directed would involve the Trustee in personal liability.


 





Section 513         Waiver of Past Defaults.
Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, the Holders of not
less than a majority in principal amount (including waivers obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities) of the Outstanding Securities of any series to be affected under this Indenture may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default


 


(1)         in the payment of the principal
of or any premium or interest on any Security of such series, or


 


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


 


Upon any such waiver with respect to any series,
such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, with respect to such
series for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon. A waiver of any past default and its consequences given by or on behalf of any Holder of Securities in connection with a purchase
of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such purchase, tender or exchange.


 


Section 514         Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs, including reasonable attorneys’ fees and expenses, against any such party litigant, in the manner and
to the extent provided in the Trust Indenture Act; provided that neither this Section 514 nor the Trust Indenture Act shall
be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or
the Trustee or, if applicable, in any suit for the enforcement of the right to convert any Security in accordance with its terms.


 


Section 515         Waiver of Usury, Stay or Extension
Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been
enacted.


 






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ARTICLE VI 


THE TRUSTEE


 


Section 601         Certain Duties and Responsibilities.


 


(a)         Except during the continuance of an Event
of Default,


 


(1)         the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this Indenture and as are provided by the Trust Indenture Act, and,
except for implied covenants or obligations under the Trust Indenture Act, no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


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


 


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


 


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


 


(1)        this Subsection shall not be
construed to limit the effect of the first paragraph of this Section 601;


 


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


 


(3)        the Trustee shall not be liable
with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to the Securities of such series; and


 


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


 





(d)         Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 601.


 


(e)         No provision of this Indenture shall
require the Trustee to expend or risk its own funds or incur any liability. 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 unless such Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred
by it in compliance with such request or direction.


 






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Section 602         Notice of Defaults. If
a default or Event of Default occurs and is continuing hereunder with respect to Securities of any series, and if it is known to the Trustee,
the Trustee shall mail to the Holders of Securities of such series notice of such default or Event of default within 90 days after the
Trustee gains knowledge of the default or Event of Default unless such default or Event of Default shall have been cured or waived before
the giving of such notice. Except in the case of a default or Event of Default in payment of principal of, premium or interest on Securities
of any series, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Securities of such series. For the purpose of this Section 602
and Section 1005, the term “default” means, with respect to Securities of any series, any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 


Section 603         Certain Rights of Trustee.
Subject to the provisions of Section 601:


 


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


 


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


 


(3)         whenever in the administration
of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) shall be entitled to receive and may, in the absence
of bad faith on its part, conclusively rely upon, and shall not be liable for any action it takes or omits to take in good faith in reliance
upon, an Officers’ Certificate or an Opinion of Counsel;


 


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


 


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


 


(6)         the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;


 


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


 






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(8)        the Trustee may request that
the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to
sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and
not superseded;


 


(9)        the Trustee shall not be liable
for any action taken, suffered or omitted to be taken 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;


 


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


 


(11)        the rights, privileges, protections,
immunities and benefits given to the Trustee, including its rights to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.





 


Section 604         Not Responsible for Recitals
or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication,
shall be taken as the statements of the Company, and the Trustee does not assume any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable
for the use or application by the Company of Securities or the proceeds thereof.


 


Section 605         May Hold Securities.
The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 606         Money Held in Trust. Money
held by the Trustee in trust hereunder need not be segregated from other funds and need not be held in an interest-bearing account, in
each case, except to the extent required by law or by any other provision of this Indenture. The Trustee (acting in any capacity hereunder)
shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.


 


Section 607         Compensation and Reimbursement.


 


(a)        The Company shall pay to the Trustee
(in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Security Registrar) from time to time
reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by
the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all reasonable and customary disbursements, advances and reasonable
out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent
action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable and customary compensation, disbursements
and expenses of the Trustee’s agents and counsel.


 


(b)        The Company shall indemnify the Trustee
in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture
against the Company (including this Section 607) and defending itself against any claim (whether asserted by either of the Company
or any Holder or any other person) 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 negligence, bad faith or willful misconduct. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall
not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may elect to have separate counsel defend the claim, but the Company shall be obligated to pay the reasonable fees and expenses
of such separate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the
Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The
Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company need not
reimburse the Trustee for any expense or indemnity against liability or loss of the Trustee to the extent such expense, liability or loss
is attributable to the negligence, bad faith or willful misconduct of the Trustee. The provisions of this Section 607(b) shall
survive the Trustee’s resignation or removal.


 






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(c)        As security for the performance of the
obligations of the Company under this Section 607 the Trustee shall have a lien prior to the Securities of any series upon all property
and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or
interest on Securities of such series. Such lien shall survive satisfaction and discharge of this Indenture.


 


(d)        Without limiting any rights available
to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified
in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law.


 


(e)        The provisions of this Section 607
shall survive the termination of this Indenture.


 


Section 608         Conflicting Interests.
If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue
of being a trustee under this Indenture with respect to Securities of more than one series.


 


Section 609         Corporate Trustee Required;
Eligibility. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which
may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such, has a combined capital and surplus of at least $100,000,000 and has its Corporate Trust Office in the continental
United States of America. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person 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 with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


 


Section 610         Resignation and Removal; Appointment
of Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.


 





The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation,
the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of a notice of removal pursuant to this paragraph, the Trustee
being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 






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If at any time:


 


(1)        the Trustee shall fail to comply
with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or


 


(2)        the Trustee shall cease to
be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or


 


(3)        the Trustee shall become incapable
of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (A) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 611. If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
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 a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 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 611         Acceptance of Appointment by
Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company
or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.


 






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In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.


 


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


 


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


 


Section 612         Merger, Conversion, Consolidation
or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 


Section 613         Preferential Collection of
Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any
such other obligor).


 


Section 614         Appointment of Authenticating
Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to any series of Securities which shall be authorized
to act on behalf of the Trustee to authenticate the Securities of such Series issued upon original issue and upon exchange, registration
of transfer, partial conversion or partial redemption or pursuant to Section 306, and Securities of such series so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities of such series 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 so appointed with respect to such series and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent so appointed with respect to such series. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes
reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 614.


 






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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 614, without the execution or filing of any paper or any further act on the part of the Trustee, the Company, the Authenticating
Agent or such successor corporation.


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of


 


this Section 614, the Trustee may appoint a successor Authenticating
Agent with respect to any series of Securities which shall be acceptable to the Company and shall give notice of such appointment to all
Holders of Securities of such series in the manner provided in Section 106. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions
of this Section 614.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section 614, and the Trustee shall be entitled to be
reimbursed by the Company for such payments, subject to the provisions of Section 607.


 


If an appointment is made pursuant to this Section 614
with respect to Securities of any series, the Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternate certificate of authentication in the following form:


 


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


 


	 	[NAME
    OF TRUSTEE], As Trustee
	 	 	 
	 	By	[NAME
    OF AUTHENTICATING AGENT],
	 	 	As
    Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized
    Signatory


 


ARTICLE VII 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 701         Company to Furnish Trustee
Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee


 


(1)        semi-annually, not later than
[         ] and [         ] in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities
of each series as of the immediately preceding [         ] or [         ] as the case may be, and


 


(2)         (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;


 


excluding from any such list names and addresses received by
the Trustee in its capacity as Security Registrar.


 






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Section 702         Preservation of Information;
Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses
of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701
upon receipt of a new list so furnished.


 


The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither of the Company nor the Trustee nor any agent of any of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.


 


Section 703 Reports by Trustee. The
Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant thereto.


 


Reports so required to be transmitted at stated
intervals of not more than 12 months shall be transmitted no later than [         ] and shall be dated as of [         ] in each calendar year, commencing
in 20[         ].


 


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


 


Section 704         Reports by Company. The
Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act, if any, at the times and in the manner provided pursuant to
such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13
or 15(d) of the Exchange Act need not be filed with the Trustee until the 15th day after the same are actually filed with the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt
of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the compliance by the Company with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).


 


ARTICLE VIII 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE


 


Section 801 Company May Consolidate,
Etc., Only on Certain Terms. The Company shall not, in a single transaction or a series of related transactions, consolidate with
or merge into any other Person or sell, convey, transfer or lease all or substantially all its properties and assets to any Person, and
the Company shall not permit any Person to consolidate with or merge into the Company, unless:


 


(1)        in case the Company shall consolidate
with or merge into another Person or sell, convey, transfer or lease all or substantially all its properties and assets to any Person,
the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale, conveyance or transfer,
or which leases, all or substantially all the properties and assets of the Company shall be a corporation, limited liability company,
partnership or trust, shall be organized and validly existing under the laws of the United States, any state thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance
or observance of every covenant of this Indenture on the part of the Company to be performed or observed and, for each Security that by
its terms provides for conversion, shall have provided for the right to convert such Security in accordance with its terms;


 






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


 


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


 


Section 802         Successor Substituted.
Upon any consolidation of the Company with, or merger of the Company into, any other Person or any sale, conveyance, transfer or lease
of all or substantially all the properties and assets of the Company in accordance with Section 801, the successor Person formed
by such consolidation or into which the Company is merged or to which such sale, conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Securities.


 


ARTICLE IX 


SUPPLEMENTAL INDENTURES


 


Section 901         Supplemental Indentures Without
Consent of Holders. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series,
without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


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, as the case
may be; or


 


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


 


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


 


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


 






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(5)        to add to, change or eliminate
any of the provisions of this Indenture in respect of all or any Securities of any series (and if such addition, change or elimination
is to apply with respect to less than all Securities of such series, stating that it is expressly being made to apply solely with respect
to such Securities within such series ), provided that any such addition, change or elimination (A) shall neither (i) apply
to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision
nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only
when there is no such Security Outstanding; or


 


(6)        to secure the Securities; or


 


(7)        to establish the form or terms
of all or any Securities of any series 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, pursuant to the requirements of Section 611; or


 


(9)        to add to or change any of
the provisions of this Indenture with respect to any Securities that by their terms may be converted into securities or other property
other than Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment, exchange or conversion of such
Securities; or


 


(10)        to conform the text of this
Indenture or any Securities to any provision of the “Description of the Notes” (or comparable) section in any offering memorandum,
prospectus or prospectus supplement of the Company prepared from time to time after the date of this Indenture with respect to the offer
and sale of Securities of any series, to the extent that such provision was intended to be a verbatim recitation of a provision of this
Indenture, the Securities; or


 


(11)         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, provided that such action pursuant to this Clause (12) shall
not adversely affect the interests of the Holders of Securities of any series in any material respect.


 





The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall
not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


Section 902         Supplemental Indentures With
Consent of Holders. Except as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series,
with the consent of the Holders of a majority in principal amount (including consents obtained in connection with a purchase of, or tender
offer or exchange offer for, Securities) of the Outstanding Securities of all series affected by such supplemental indenture (considered
together as one class for this purpose and such affected Securities potentially being Securities of the same or different series and,
with respect to any series, potentially comprising fewer than all the Securities of such series), by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby
(including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities),


 






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(1)        change the Stated Maturity
of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount
Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502,
or permit the Company to redeem any Security if, absent such supplemental indenture, the Company would not be permitted to do so, or change
any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or


 


(2)         if any Security provides that
the Holder may require the Company to repurchase or convert such Security, impair such Holder’s right to require repurchase or conversion
of such Security on the terms provided therein, or


 


(3)         reduce the percentage in principal
amount of the Outstanding Securities of any one or more series (considered separately or together as one class, as applicable, and whether
comprising the same or different series or less than all the Securities of a series), the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(4)         modify any of the provisions
of this Section 902, Section 513 or Section 1006, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in
the references to “the Trustee” and concomitant changes in this Section 902 and Section 1006, or the deletion of
this proviso, in accordance with the requirements of Sections 611 and 901(8).


 


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


 


It shall not be necessary for any Act of Holders
under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof. A consent to any indenture supplemental hereto by or on behalf of any Holder of Securities given
in connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such
purchase, tender or exchange.


 


Section 903         Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel and Officers’ Certificate, stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 904         Effect of Supplemental Indentures.
Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder 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.


 






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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         Subordination Unimpaired.
No supplemental indenture shall adversely affect the interests of any holder of Senior Debt then outstanding under Article XIV in
any material respect unless each holder of Senior Debt so affected (or the group or representative thereof authorized or required to consent
thereto pursuant to the instrument creating or evidencing, or pursuant to which there is outstanding, such Senior Debt) consents to such
supplemental indenture in writing.


 


ARTICLE X 


COVENANTS


 


Section 1001         Payment of Principal, Premium
and Interest. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the
principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section 1002         Maintenance of Office or Agency.
The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange,
where Securities may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.


 


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


 


With respect to any Global Security, and except
as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee
shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration of transfer or
exchange, or where successor Securities may be delivered in exchange therefor, provided, however, that any such payment,
presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be
deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture.


 


Section 1003         Money for Securities Payments
to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will,
on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, on or prior to 12:30 P.M., New York City time, on each due date of the principal of or any
premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant
to Section 1304(1), cause such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.


 






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The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply with the provisions
of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any
other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities
of that series.


 


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


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company
on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company, for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to
be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


 


Section 1004 Corporate Existence. Subject
to Article VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory), licenses and franchises; provided, however, that the Company will not be required
to preserve any such right, license or franchise if it shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company.


 


Section 1005 Statement by Officers as to
Default. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the
date hereof, an Officers’ Certificate, stating that a review of the activities of the Company during the preceding fiscal year has
been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture with respect to the Securities of each series Outstanding and further stating, as to each
such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Company has kept, observed, performed
and fulfilled its obligations under this Indenture with respect to Securities of such series and is not in default in the performance
and observance of any of the material terms, provisions and conditions of this Indenture with respect to Securities of such series, in
each case, so as not to result in any default or Event of Default with respect to Securities of such series (or, if a default or Event
of Default with respect to Securities of such series shall have occurred and be continuing, describing all such defaults or Events of
Default of which such Officer may have knowledge and what action the Company is taking or propose to take with respect thereto).


 


Section 1006 Waiver of Certain Covenants.
Except as otherwise provided pursuant to Section 301 for all or any Securities of any series, the Company may, with respect to all
or any Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in Section 1004
or in any covenant provided pursuant to Section 301(18), 901(2), 901(6) or 901(7) for the benefit of the Holders of such
series or in Article VIII if, before the time for such compliance, the Holders of a majority in principal amount (including waivers
obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) of all Outstanding Securities affected by
such waiver (considered together as one class for this purpose and such affected Securities potentially being Securities of the same or
different series and, with respect to any particular series, potentially comprising fewer than all the Securities of such series) shall,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect. A waiver of compliance given by or on behalf of any Holder of Securities in connection
with a purchase of, or tender or exchange offer for, such Holder’s Securities will not be rendered invalid by such purchase, tender
or exchange.


 






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ARTICLE XI 


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 such Securities) in accordance with this Article.


 


Section 1102 Election to Redeem; Notice
to Trustee. The election of the Company to redeem any Securities shall be established in or pursuant to a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least
5 Business Days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor
of the Securities to be redeemed. In the case of any redemption of Securities (1) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Company
that is subject to a condition specified in the terms of the Securities of the series to be redeemed, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction or condition. Redemptions may be conditioned upon the
occurrence of conditions precedent with respect to the redemption.


 


Section 1103 Selection by Trustee of Securities
to Be Redeemed. If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of
a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed
shall be selected not more than 40 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall be selected not more than 40 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance
with the preceding sentence.


 


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


 


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


 


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


 






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


 


Section 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 (or within such period as otherwise specified as contemplated by Section 301 for the relevant Securities), to each
Holder of Securities to be redeemed, at his address appearing in the Security Register.


 


All notices of redemption shall identify the Securities
to be redeemed (including CUSIP numbers, if any) and shall state:


 


(1)  the Redemption Date,


 


(2)  the Redemption Price,


 


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


 


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


 


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


 


(6)  the conditions precedent for
the redemption, if any,


 


(7)  for any Securities that by
their terms may be converted, the terms of conversion, the date on which the right to convert the Security to be redeemed will terminate
and the place or places where such Securities may be surrendered for conversion, and


 


(8)  that the redemption is for
a sinking fund, if such is the case.


 


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


 


Section 1105 Deposit of Redemption Price.
Prior to 11:00 A.M., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient
to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date, other than any Securities called for redemption on that date which have been converted prior to
the date of such deposit.


 


If any Security called for redemption is converted,
any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall
(subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph
of Section 307 or in the terms of such Security) be paid to the Company upon Company Request or, if then held by the Company, shall
be discharged from such trust.


 






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Section 1106 Securities Payable on Redemption
Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become
due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest or unless the conditions for the redemption have not been satisfied) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid
by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption
Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of Section 307.


 


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


 


Section 1107 Securities Redeemed in Part.
Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the Company and the Trustee shall authenticate and deliver to
the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal
of the Security so surrendered.


 


Section 1108 No Limit on Repurchases.
Nothing in this Indenture or the Securities shall prohibit or limit the right of the Company or any Affiliate of the Company to repurchase
Securities from time to time at any price in open market purchases or private transactions at negotiated prices, by tender offer or otherwise,
in each case without any notice to or consent by Holders. Any Securities purchased by the Company or any Affiliate of the Company may,
to the extent permitted by law and at the discretion of the Company, be held, resold or delivered to the Trustee for cancellation. Any
such Securities delivered to the Trustee for cancellation may not be resold and shall be disposed of as directed by Company Order.


 


ARTICLE XII


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 any series except as otherwise
specified as contemplated by Section 301 for such Securities.


 


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


 


Section 1202 Satisfaction of Sinking Fund
Payments with Securities. The Company (1) may deliver Outstanding Securities of a series (other than any previously called for
redemption) and (2) may apply as a credit Securities of a series which have been converted in accordance with their terms or which
have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the
extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as
specified in the Securities so to be redeemed (or at such other prices as may be specified for such Securities as contemplated in Section 301),
for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 






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Section 1203 Redemption of Securities for
Sinking Fund. Not less than 45 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment
date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied
by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 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.


 


ARTICLE XIII 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1301 Company’s Option to
Effect Defeasance or Covenant Defeasance. Unless otherwise designated pursuant to Section 301(15), the Securities of any series
of Securities shall be subject to defeasance or covenant defeasance pursuant to such Section 1302 or 1303, in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article.
The Company may elect, at its option, at any time, to have Section 1302 or Section 1303 applied to any Securities or any series
of Securities so subject to defeasance or covenant defeasance. Any such election shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities.


 


Section 1302 Defeasance and Discharge.
Upon the Company’s exercise of its option (if any) to have this Section 1302 applied to any Securities or any series of Securities,
as the case may be, the Company shall be deemed to have been discharged from its obligations, and the provisions of Article XIV shall
cease to be effective, with respect to such Securities as provided in this Section 1302 on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness represented by such Securities and to have satisfied all their
other respective obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described
in Section 1304(1) and as more fully set forth in such Section, payments in respect of the principal of and any premium and
interest on such Securities when payments are due, or, if applicable, to convert such Securities in accordance with their terms, (2) the
obligations of the Company with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, and, if applicable, their obligations
with respect to the conversion of such Securities, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section 1302
applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.


 


Section 1303 Covenant Defeasance. Upon
the Company’s exercise of its option (if any) to have this Section 1303 applied to any Securities or any series of Securities,
as the case may be, (1) the Company shall be released from its obligations under Section 1004 and any covenants provided pursuant
to Section 301(18), 901(2), 901(6) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence
of any event specified in Sections 501(4) (with respect to Section 1004 and any such covenants provided pursuant to Section 301(18),
901(2), 901(6) or 901(7)) and 501(8) shall be deemed not to be or result in an Event of Default, and (3) the provisions
of Article XIV shall cease to be effective, in each case with respect to such Securities as provided in this Section 1303 on
and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)) or Article XIV, whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities thereof shall be unaffected thereby.


 






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Section 1304 Conditions to Defeasance or
Covenant Defeasance. The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities
or any series of Securities, as the case may be:


 


(1)  The Company shall irrevocably
have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609
and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money
in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) such
other obligations or arrangements as may be specified as contemplated by Section 301 with respect to such Securities, or (D) a
combination thereof, in each case sufficient (except in the case of clause (A), in the opinion of a nationally recognized firm of independent
public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the Trustee)
to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal
of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture
and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation
of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific
payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


 


(2)  In the event of an election
to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either
case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect
to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be
the case if such deposit, Defeasance and discharge were not to occur.


 


(3)  In the event of an election
to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance
were not to occur.


 


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


 


(5)  No event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities (other than
such an event or Event of Default with respect to such Securities resulting solely from the incurrence of Indebtedness or other borrowing
of funds, or the grant of liens securing such Indebtedness or other borrowing, all or a portion of which are to be applied to such deposit)
shall have occurred and be continuing at the time of such deposit.


 






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(6)  Such Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument (other than
this Indenture insofar as such Securities are concerned) to which the Company is a party or by which it is bound.


 


(7)  The Company shall have delivered
to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders
of such Securities over the other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors
of the Company.


 


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


 


Section 1305 Deposited Money and U.S. Government
Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely
for purposes of this Section 1305 and Section 1306, the Trustee and any such other trustee are referred to collectively as the
 “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent or any Subsidiary or Affiliate of the Company) as the Trustee may determine, to
the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money
and U.S. Government Obligations so held in trust need not be segregated from other funds except to the extent required by law. Money and
U.S. Government Obligations (including the proceeds thereof) so held in trust shall not be subject to the provisions of Article XIV,
provided that the applicable conditions of Section 1304 have been satisfied.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of Outstanding Securities.


 


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section 1306 Reinstatement. If the
Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the respective obligations under this Indenture and such Securities from which the Company been discharged or released pursuant to Section 1302
or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities],
until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect
to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations, the Company, shall be subrogated to
the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 






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ARTICLE XIV 


SUBORDINATION OF SECURITIES


 


Section 1401 Securities Subordinate to
Senior Debt. The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article, the Indebtedness represented by the Securities and the payment
of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt.


 


Notwithstanding the foregoing, if a deposit referred
to in Section 1304(1) is made pursuant to Section 1302 or Section 1303 with respect to any Securities (and provided
all other conditions set out in Section 1302 or Section 1303, as applicable, shall have been satisfied with respect to such
Securities), then no money or U.S. Government Obligations so deposited, and no proceeds thereon, will be subject to any rights of holders
of Senior Debt, including any such rights arising under this Article XIV.


 


Section 1402 Payment Over of Proceeds Upon
Dissolution, Etc. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or
(b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of
the Company, then and in any such event the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Debt (including any interest accruing thereon after the commencement of any such case or
proceeding), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Debt, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any)
or interest on the Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated
to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution,
liquidation or other winding up event.


 


In the event that, notwithstanding the foregoing
provisions of this Section 1402, the Trustee or the Holder of any Security shall have received any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may
be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities,
before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment
or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution
shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to
the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders
of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes
that ought to have been withheld or deducted from any such payment or distribution that have been remitted to the relevant taxing authority,
shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section 1402.


 


For purposes of this Article only, the words
 “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted,
or securities of the Company or any other corporation or other entity, provided for by a plan of reorganization or readjustment which
are subordinated in right of payment to all Senior Debt which may at the time be outstanding to substantially the same extent as, or to
a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger
of the Company into, or the sale, conveyance, transfer or lease by the Company of all or substantially all its properties and assets to,
another Person upon the terms and conditions set forth in Article VIII, or the liquidation or dissolution of the Company following
any such sale, conveyance or transfer, shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 1402 if the Person
formed by such consolidation or into which the Company is merged or the Person which acquires by sale, conveyance, transfer or lease all
or substantially all of such properties and assets, as the case may be, shall, as a part of such consolidation, merger, sale, conveyance,
transfer or lease, comply with the conditions set forth in Article VIII.


 






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Section 1403 Prior Payment to Senior
Debt Upon Acceleration of Securities. In the event that any Securities are declared due and payable before their Stated
Maturity, then and in such event the holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to
become due on or in respect of all Senior Debt or provision shall be made for such payment in cash, before the Holders of the
Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other
Indebtedness of the Company being subordinated to the payment of the Securities) by the Company on account of the principal of (or
premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however,
that nothing in this Section 1403 shall prevent the satisfaction of any sinking fund payment in accordance with
Article XII by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or
otherwise) prior to such declaration of acceleration.


 


In the event that, notwithstanding the foregoing,
the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 1403,
and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder,
then and in such event such payment shall be paid over and delivered forthwith to the Company.


 


Section 1404 No Payment When Senior Debt
in Default. Subject to the last paragraph of this Section 1404, (a) (i) in the event and during the continuation of
any default in the payment of principal of (or premium, if any) or interest on any Senior Debt beyond any applicable grace period with
respect thereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable
prior to the date on which it would otherwise have become due and payable, whether or not such Senior Debt has been so accelerated (provided
that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived
or shall have ceased to exist and any such declaration of acceleration shall have been rescinded or annulled, then such default in payment
or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section 1404), or (b) in
the event that any judicial proceeding shall be pending with respect to any such default in payment or event of default that shall be
deemed to have occurred for the purpose of this Section 1404, then no payment (including any payment which may be payable by reason
of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities) shall be made by the Company
on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities;
provided, however, that nothing in this Section 1404 shall prevent the satisfaction of any sinking fund payment in
accordance with Article XII by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption
or otherwise) prior to such default in payment.


 


In the event that, notwithstanding the foregoing,
the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the provisions of this Section 1404,
and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder,
then and in such event such payment shall be paid over and delivered forthwith to the Company.


 


No default in payment or event of default with
respect to any Senior Debt shall be deemed to be a default in payment or event of default of the kind specified in Clause (a)(i) or
(a)(ii) of this Section 1404, and no judicial proceeding with respect to any such default in payment or event of default shall
be deemed to be a judicial proceeding of the kind specified in Clause (b) of this Section 1404, if (x) the Company shall
be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise
to such default in payment or event of default, and (y) no final judgment holding that such default in payment or event of default
has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued
by a court having jurisdiction over the Company or its property, is binding on the Company or their property, is in full force and effect
and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or review has expired),
provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed
to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a proceeding for such review and shall have
obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default
in payment or event of default with respect to any Senior Debt as to which the Company has waived the application of this paragraph in
the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company.


 






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Section 1405 Payment Permitted in Certain
Situations. Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the
Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for
the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 1402 or under the conditions
described in Section 1403 or Section 1404, from making payments at any time of or on account of the principal of (and premium,
if any) or interest on the Securities, or on account of the purchase or other acquisition of Securities, or (b) the application by
the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest
on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such payment would have been prohibited by the provisions of this Article.


 


Section 1406 Subrogation to Rights of Holders
of Senior Debt. Subject to the payment in full of all Senior Debt or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the extent of the
payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article (equally and ratably
with the holders of Indebtedness of the Company which by its express terms is subordinated to other Indebtedness of the Company to substantially
the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation) to the rights of
the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until
the principal of (and premium, if any) and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior
Debt and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt.


 


Section 1407 Provisions Solely to
Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the holders of Senior Debt, is intended to rank equally
with all other general obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of
Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior
Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.


 


Section 1408 Trustee to Effectuate Subordination.
Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and
all such purposes.


 


Section 1409 No Waiver of Subordination
Provisions. No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof any such holder may have or be otherwise charged with.


 


Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee
or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing
the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior
Debt do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Debt or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement
under which Senior Debt is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain
from exercising any rights against the Issuers and any other Person.


 






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Section 1410 Notice to Trustee. The
Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment
to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company
or a holder of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist.


 


Subject to the provisions of Section 601,
the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior
Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). In the event
that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior
Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment.


 


Section 1411 Reliance on Judicial Order
or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee,
subject to the provisions of Section 601, and the Holders of the Securities shall be entitled to rely upon any order or decree entered
by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding
up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior
Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article.


 


Section 1412 Trustee Not Fiduciary For
Holders of Senior Debt. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable
to any such holders or creditors if it shall in good faith pay over or distribute to Holders of Securities or to the Company or to any
other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.
With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations
as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Debt shall
be read into this Indenture against the Trustee.


 


Section 1413 Rights of Trustee as Holder
of Senior Debt; Preservation of Trustee’s Rights. The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder
of Senior Debt and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 606.


 






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Section 1414 Article Applicable to
Paying Agents. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee.


 


This instrument may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Delivery of an executed counterpart of this Indenture by facsimile or electronic transmission shall
be equally as effective as delivery of an original executed counterpart of this Indenture. Any party delivering an executed
counterpart of this Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this
Indenture, but failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect
of this Indenture.


 






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


 


	 	CACTUS, INC.
	 	 	 
	                             	By:	         
	 	Name: 	 
	 	Title:	 


 


	 	[NAME
    OF TRUSTEE]
	                       	 	       
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Indenture]


 



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