EXHIBIT 4.7


 


FORM OF INDENTURE


 


US ECOLOGY, INC.,


 


as Issuer,


 


and


 


[                                                    ],


 


as Trustee


 


Indenture


 


Dated as of [            ]


 


Providing for the Issuance


 


Of


 


Debt Securities


 


 


 


 


 


 


 


 


 


 






    	 	 	 



     

    

 


US ECOLOGY, INC.


 


Reconciliation and tie between Trust
Indenture Act of 1939


 


and Indenture, dated as of  [            ]


 


	
        Trust
        Indenture

        Act Section
	
        Indenture

        Section

	§ 310	(a)(1)	6.07
	 	(a)(2)	6.07
	 	(b)	6.09
	§ 311	(a)	7.06
	 	(b)	7.06
	§ 312	(a)	7.01
	 	(b)	7.01
	 	(c)	7.02
	§ 313	(a)	7.03
	 	(b)(2)	7.03
	 	(d)	7.03
	§ 314	(a)	7.04
	 	(a)(4)	10.05
	 	(c)(1)	1.02
	 	(c)(2)	1.02
	 	(e)	1.02
	§ 315	(a)	6.01
	 	(b)	6.01
	 	(c)	6.01
	 	(d)	6.01
	§ 316	(a) (last sentence)	1.01 (“Outstanding”)
	 	(a)(1)(A)	5.02, 5.12
	 	(a)(1)(B)	5.13
	 	(b)	5.08
	§ 317	(a)(1)	5.03
	 	(a)(2)	5.04
	 	(b)	10.03
	§ 318	(a)	1.11
	 	(c)	1.11
	 	 	 
	NOTE:
    This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.


 






    	 	 	 



     

    

 


TABLE OF CONTENTS


 




	 	Page
	ARTICLE ONE   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01.   Definitions.	1
	Section 1.02.   Compliance Certificates and Opinions.	8
	Section 1.03.   Form of Documents Delivered to Trustee.	9
	Section 1.04.   Acts of Holders.	9
	Section 1.05.   Notices, Etc., to Trustee and Company.	10
	Section 1.06.   Notice to Holders; Waiver.	11
	Section 1.07.   Effect of Headings and Table of Contents.	11
	Section 1.08.   Successors and Assigns.	12
	Section 1.09.   Separability Clause.	12
	Section 1.10.   Benefits of Indenture.	12
	Section 1.11.   Governing Law.	12
	Section 1.12.   Legal Holidays.	12
	Section 1.13.   Submission to Jurisdiction.	12
	Section 1.14.   Conflict with Trust Indenture Act.	12
	Section 1.15.   Counterparts.	12
	ARTICLE TWO   SECURITIES FORMS	13
	Section 2.01.   Forms of Securities.	13
	Section 2.02.   Form of Trustee’s Certificate of Authentication.	13
	Section 2.03.   Securities Issuable in Global Form.	13



 






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	 	Page
	ARTICLE THREE   THE SECURITIES	14
	Section 3.01.   Amount Unlimited; Issuable in Series.	14
	Section 3.02.   Denominations.	17
	Section 3.03.   Execution, Authentication, Delivery and Dating.	17
	Section 3.04.   Temporary Securities.	19
	Section 3.05.   Registration, Transfer and Exchange.	20
	Section 3.06.   Mutilated, Destroyed, Lost and Stolen Securities.	22
	Section 3.07.   Payment of Interest; Interest Rights Preserved; Optional Interest Reset.	23
	Section 3.08.   Optional Extension of Maturity.	25
	Section 3.09.   Persons Deemed Owners.	25
	Section 3.10.   Cancellation.	26
	Section 3.11.   Computation of Interest.	26
	Section 3.12.   Currency and Manner of Payments in Respect of Securities.	26
	Section 3.13.   Appointment and Resignation of Successor Exchange Rate Agent.	29
	Section 3.14.   CUSIP Numbers.	29
	ARTICLE FOUR   SATISFACTION AND DISCHARGE	29
	Section 4.01.   Satisfaction and Discharge of Indenture.	29
	Section 4.02.   Application of Trust Funds.	30
	ARTICLE FIVE   REMEDIES	30
	Section 5.01.   Events of Default.	30
	Section 5.02.   Acceleration of Maturity; Rescission and Annulment.	31
	Section 5.03.   Collection of Indebtedness and Suits for Enforcement by Trustee.	32
	Section 5.04.   Trustee May File Proofs of Claim.	33



 






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	Section 5.05.   Trustee May Enforce Claims Without Possession of Securities or Coupons	33
	Section 5.06.   Application of Money Collected.	33
	Section 5.07.   Limitation on Suits.	34
	Section 5.08.   Unconditional Right of Holders to Receive Principal, Premium and Interest.	34
	Section 5.09.   Restoration of Rights and Remedies.	34
	Section 5.10.   Rights and Remedies Cumulative.	35
	Section 5.11.   Delay or Omission Not Waiver.	35
	Section 5.12.   Control by Holders of Securities.	35
	Section 5.13.   Waiver of Past Defaults.	35
	Section 5.14.   Waiver of Stay or Extension Laws.	35
	ARTICLE SIX   THE TRUSTEE	36
	Section 6.01.   Duties of Trustee and Notice of Defaults.	36
	Section 6.02.   Certain Rights of Trustee.	37
	Section 6.03.   Not Responsible for Recitals or Issuance of Securities.	38
	Section 6.04.   May Hold Securities.	38
	Section 6.05.   Money Held in Trust.	38
	Section 6.06.   Compensation and Reimbursement and Indemnification of Trustee.	38
	Section 6.07.   Corporate Trustee Required; Eligibility.	39
	Section 6.08.   Disqualification; Conflicting Interests.	39
	Section 6.09.   Resignation and Removal; Appointment of Successor.	39
	Section 6.10.   Acceptance of Appointment by Successor.	40
	Section 6.11.   Merger, Conversion, Consolidation or Succession to Business.	41
	Section 6.12.   Appointment of Authenticating Agent.	42



 






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	 	Page
	ARTICLE SEVEN   HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	43
	Section 7.01.   Disclosure of Names and Addresses of Holders.	43
	Section 7.02.   Preservation of Information; Communications to Holders.	43
	Section 7.03.   Reports by Trustee.	43
	Section 7.04.   Reports by Company.	44
	Section 7.05.   Calculation of Original Issue Discount.	44
	Section 7.06.   Preferential Collection of Claims Against Company.	44
	ARTICLE EIGHT   CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	44
	Section 8.01.   Company May Consolidate, Etc., Only on Certain Terms.	44
	Section 8.02.   Successor Person Substituted.	45
	ARTICLE NINE   SUPPLEMENTAL INDENTURES	45
	Section 9.01.   Supplemental Indentures Without Consent of Holders.	45
	Section 9.02.   Supplemental Indentures with Consent of Holders.	46
	Section 9.03.   Execution of Supplemental Indentures.	47
	Section 9.04.   Effect of Supplemental Indentures.	47
	Section 9.05.   Conformity with Trust Indenture Act.	48
	Section 9.06.   Reference in Securities to Supplemental Indentures.	48
	ARTICLE TEN   COVENANTS	48
	Section 10.01.   Payment of Principal, Premium, if any, and Interest.	48
	Section 10.02.   Maintenance of Office or Agency.	48



 






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	 	Page
	Section 10.03.   Money for Securities Payments to Be Held in Trust.	49
	Section 10.04.   Additional Amounts.	50
	Section 10.05.   Statement as to Compliance.	51
	Section 10.06.   Corporate Existence.	51
	Section 10.07.   Waiver of Certain Covenants.	51
	ARTICLE ELEVEN   REDEMPTION OF SECURITIES	51
	Section 11.01.   Applicability of Article.	51
	Section 11.02.   Election to Redeem; Notice to Trustee.	51
	Section 11.03.   Selection by Trustee of Securities to Be Redeemed.	52
	Section 11.04.   Notice of Redemption.	52
	Section 11.05.   Deposit of Redemption Price.	53
	Section 11.06.   Securities Payable on Redemption Date.	53
	Section 11.07.   Securities Redeemed in Part.	54
	Section 11.08.   Repurchases on the Open Market.	54
	ARTICLE TWELVE   SINKING FUNDS	54
	Section 12.01.   Applicability of Article.	54
	Section 12.02.   Satisfaction of Sinking Fund Payments with Securities.	55
	Section 12.03.   Redemption of Securities for Sinking Fund.	55
	ARTICLE THIRTEEN   REPAYMENT AT THE OPTION OF HOLDERS	55
	Section 13.01.   Applicability of Article.	55
	Section 13.02.   Repayment of Securities.	55
	Section 13.03.   Exercise of Option.	56
	Section 13.04.   When Securities Presented for Repayment Become Due and Payable.	56
	Section 13.05.   Securities Repaid in Part.	57



 






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	ARTICLE FOURTEEN   DEFEASANCE AND COVENANT DEFEASANCE	57
	Section 14.01.   Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.	57
	Section 14.02.   Defeasance and Discharge.	57
	Section 14.03.   Covenant Defeasance.	57
	Section 14.04.   Conditions to Defeasance or Covenant Defeasance.	58
	Section 14.05.   Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.	59
	ARTICLE FIFTEEN   SUBORDINATION OF SECURITIES	60
	Section 15.01.   Agreement to Subordinate.	60
	Section 15.02.   Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities.	60
	Section 15.03.   No Payment on Subordinated Securities in Event of Default on Senior Indebtedness.	61
	Section 15.04.   Payments on Subordinated Securities Permitted.	61
	Section 15.05.   Authorization of Holders to Trustee to Effect Subordination.	62
	Section 15.06.   Notices to Trustee.	62
	Section 15.07.   Trustee as Holder of Senior Indebtedness.	62
	Section 15.08.   Modifications of Terms of Senior Indebtedness.	62
	Section 15.09.   Reliance on Judicial Order or Certificate of Liquidating Agent.	63


 






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INDENTURE, dated as of [                                                    ], by and
between US ECOLOGY, INC., a Delaware corporation (the “Company”), having its principal office at 251 E. Front
Street, Suite 400, Boise, Idaho 83702, and [                                                    ], as Trustee (the “Trustee”), having its Corporate Trust Office
at [                                                    ].


 


RECITALS OF THE COMPANY


 


The Company deems it necessary to issue
from time to time for its lawful purposes debt securities (hereinafter called the “Securities”) evidencing its
[un]secured indebtedness, which may or may not be convertible into or exchangeable for any securities of any Person (including
the Company), and has duly authorized the execution and delivery of this Indenture (as defined herein) to provide for the issuance
from time to time of the Securities, to be issued in one or more series, unlimited as to principal amount, to bear such rates of
interest, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided.


 


This Indenture is subject to the provisions
of the Trust Indenture Act (as defined herein) that are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.


 


All things necessary to make this Indenture
a valid and legally binding 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 (as defined herein) thereof, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities and coupons, or of a series thereof, as follows:


 


ARTICLE
One



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01.            
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 and, pursuant to Section 3.01, any such item may, with respect to any particular series of Securities, be amended
or modified or specified as being inapplicable;


 


(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, and the terms “cash transaction” and “self-liquidating paper”, as
used in Section 311 of the Trust Indenture Act, shall have the meanings assigned to them in the rules of the Commission (as defined
herein) adopted under the Trust Indenture Act;


 


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


 


(4)                
the words “herein”, “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other subdivision.


 


“Act”, when used with
respect to any Holder of a Security, has the meaning specified in Section 1.04.


 


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


 






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


 


“Authenticating Agent”
means any authenticating agent appointed by the Trustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate
Securities of one or more series.


 


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


 


“Bankruptcy Law” has
the meaning specified in Section 5.01.


 


“Bearer Security”
means any Security established pursuant to Section 2.01 which is payable to bearer.


 


“Board of Directors”
means the board of directors of the Company, the executive committee or any committee of that board duly authorized to act hereunder.


 


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


 


“Business Day”, when
used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in that Place of Payment or particular location are authorized or obligated
by law, regulation or executive order to close.


 


“Clearstream” means
Clearstream International or its successor.


 


“Commission” means
the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after execution of this instrument such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties on such date.


 


“Common Depositary”
has the meaning specified in Section 3.04.


 


“Company” means the
Person named as the “Company” in the first paragraph of this Indenture 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”
and “Company Order” mean, respectively, a written request or order, as the case may be, signed in the name of
the Company by any one of its Chairman of the Board of Directors, its Chief Executive Officer, its President, its Chief Financial
Officer or a Vice President and by any one of its Secretary or its Controller, and delivered to the Trustee.


 


“Component Currency”
has the meaning specified in 3.12(h).


 


“Conversion Date”
has the meaning specified in Section 3.12(d).


 






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


 


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


 


“corporation” includes
corporations, limited liability companies, associations, companies and business trusts.


 


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


 


“Currency” means Dollars
or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant
to the terms hereof of such Security and, with respect to any other payment, deposit or transfer pursuant to or contemplated by
the terms hereof or such Security, means Dollars.


 


“Custodian” has the
meaning specified in Section 5.01.


 


“Default” means any
event which is, or after notice or passage of time or both would be, an Event of Default.


 


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


 


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


 


“Election Date” has
the meaning specified in Section 3.12(h).


 


“Euroclear” means
Euroclear Bank, Brussels Office, or its successor as operator of the Euroclear System.


 


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


 


“Exchange Date” has
the meaning specified in Section 3.04.


 


“Exchange Rate Agent”,
with respect to Securities of or within any series, means, unless otherwise specified with respect to any Securities pursuant to
Section 3.01, a New York Clearing House bank designated pursuant to Section 3.01 or Section 3.13.


 


“Exchange Rate Officer’s
Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate or the applicable bid quotation
and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis
and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 3.02 in the
relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate or the applicable
bid quotation signed by the Chief Financial Officer or any Vice President of the Company.


 


“Extension Notice”
has the meaning specified in Section 3.08.


 


“Extension Period”
has the meaning specified in Section 3.08.


 


“Final Maturity” has
the meaning specified in Section 3.08.


 


“Foreign Currency”
means any Currency, including the euro, issued by the government of one or more countries other than the United States of America
or by any recognized confederation or association of such governments.


 






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“Generally Accepted Accounting
Principles” or “GAAP” means generally accepted accounting principles in the United States, consistently
applied, which are in effect on the date of this Indenture.


 


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


 


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


 


“Indenture” means
this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and, with respect to any Security, shall include the terms of
the particular series of Security established as contemplated by Section 3.01; provided, however, that, if at any
time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions
hereof and shall include the terms of the or those particular series of Securities for which such Person is Trustee established
as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securities
for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.


 


“Indexed Security”
means a Security as to which all or certain interest payments and/or the principal amount payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, of securities, Currencies, intangibles, goods, articles
or commodities or by such other objective price, economic or other measures as are specified in Section 3.01 hereof.


 


“Interest” means any
interest specified in any Security as being payable with respect to such Security and, when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity, and, when used
with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 10.04, includes such Additional
Amounts.


 


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


 


“Junior Subordinated Security”
or “Junior Subordinated Securities” means any Security or Securities designated pursuant to Section 3.01 as
a Junior Subordinated Security.


 


“Junior Subordinated Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed,
for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is
provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated
Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (ii) Junior Subordinated
Securities and (iii) renewals, extensions, modifications and refinancings of any such indebtedness.


 






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“Market Exchange Rate”
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and
Dollars or such Foreign Currency calculated by the method specified pursuant to Section 3.01 for the Securities of the relevant
series, (ii) for any conversion of Dollars into any Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion
of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which,
in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased
with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise
specified with respect to any Securities pursuant to Section 3.01, in the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations
from one or more major banks in New York City, London or other principal market for such currency or currency unit in question,
or such other quotations as the Exchange Rate Agent shall deem appropriate. Unless otherwise specified by the Exchange Rate Agent,
if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise,
the market to be used in respect of such currency or currency unit shall be that upon which a nonresident issuer of securities
designated in such currency or currency unit would purchase such currency or currency unit in order to make payments in respect
of such securities.


 


“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, notice of redemption
or repurchase, notice of option to elect repayment, notice of exchange or conversion or otherwise.


 


“Notice of Default”
has the meaning specified in Section 5.01.


 


“Officers’ Certificate”
means a certificate signed by any one of its Chairman of the Board of Directors, its Chief Executive Officer, its President, its
Chief Financial Officer or a Vice President and by any one of its Secretary or its Controller, and delivered to the Trustee.


 


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


 


“Optional Reset Date”
has the meaning specified in Section 3.07.


 


“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 5.02.


 


“Original Stated Maturity”
has the meaning specified in Section 3.08.


 


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


 


(i)                  
Securities theretofore cancelled by the Trustee or the Security Registrar or delivered to, or accepted by, the Trustee or
the Security Registrar for cancellation;


 


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


 






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(iii)               
Securities, except to the extent provided in Sections 14.02 and 14.03, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article Fourteen;


 


(iv)              
Securities which have been paid pursuant to Section 3.06 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


 


(v)                
Securities converted or exchanged as contemplated herein into capital stock or other securities, cash or other property,
if the terms of such Securities provide for such conversion or exchange pursuant to Section 3.01;


 


provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in
making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount
of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for
such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company
as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case
of an Original Issue Discount Security or Indexed Security, the Dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above or (iii) below, respectively) of such Security, (iii) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose
shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect
to such Security pursuant to Section 3.01, and (iv) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction,
notice, consent or waiver or upon any such determination as to the presence of a quorum, 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 or of such other obligor.


 


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


 


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


 


“Place of Payment”,
when used with respect to the Securities of or within any series, means the place or places where the principal of (and premium,
if any) and interest, if any, on such Securities are payable as specified and as contemplated by Sections 3.01 and 10.02.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.


 






    	 	6	 



     

    

 


“Redemption Date”,
when used with respect to any Security to be redeemed, in whole or in part, 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.


 


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


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 3.01, whether or not a Business Day.


 


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


 


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


 


“Reset Notice” has
the meaning specified in Section 3.07.


 


“Responsible Officer”,
when used with respect to the Trustee, means any officer of the Trustee assigned by the Trustee to administer its corporate trust
matters and who shall have direct responsibility for the administration of this Indenture.


 


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


 


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 3.05.


 


“Senior Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed,
for money borrowed, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is
provided that such indebtedness is not senior or prior in right of payment to Subordinated Indebtedness and (ii) renewals, extensions,
modifications and refinancings of any such indebtedness.


 


“Senior Security”
or “Senior Securities” means any Security or Securities designated pursuant to Section 3.01 as a Senior Security.


 


“Senior Subordinated Indebtedness”
means the principal of (and premium, if any) and unpaid interest on (i) indebtedness of the Company (including indebtedness of
others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed,
for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is
provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness, equally and pari
passu in right of payment with all other Senior Subordinated Indebtedness and senior in right of payment to any Junior Subordinated
Indebtedness, (ii) Senior Subordinated Securities, and (iii) renewals, extensions, modifications and refinancings of any such indebtedness.


 






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“Special Record Date”
for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 3.07.


 


“Specified Amount”
has the meaning provided in Section 3.12(h).


 


“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 or a coupon representing such installment of interest as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section
3.08.


 


“Subordinated Indebtedness”
means any Senior Subordinated Indebtedness or Junior Subordinated Indebtedness.


 


“Subsequent Interest Period”
has the meaning provided in Section 3.07(b).


 


“Subsidiary” means
any Person a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries of the Company. For the purposes of this definition, “voting stock” means stock having voting power
for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason
of any contingency.


 


“Trust Indenture Act”
or “TIA” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture
was executed, except as provided in Section 9.05.


 


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


 


“United States” means,
unless otherwise specified with respect to any Securities pursuant to Section 3.01, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.


 


“United States person”
means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, any individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States,
any state thereof or the District of Columbia (other than a partnership that is not treated as a United States Person under any
applicable Treasury regulations), any estate the income of which is subject to United States federal income taxation regardless
of its source, or any trust if a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding
the preceding sentence, to the extent provided in the Treasury regulations, certain trusts in existence on August 20, 1996, and
treated as United States persons prior to such date that elect to continue to be treated as United States Persons, will also be
United States persons.


 


“Valuation Date” has
the meaning specified in Section 3.12(c).


 


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


 


Section 1.02.            
Compliance Certificates and Opinions.


 


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


 






    	 	8	 



     

    

 


Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 10.05) shall include:


 


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


 


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


 


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


 


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


 


Section 1.03.            
Form of Documents Delivered to Trustee.


 


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


 


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


 


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


 


Section 1.04.            
Acts of Holders.


 


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


 






    	 	9	 



     

    

 


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


 


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


 


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


 


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


 


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


 


Section 1.05.            
Notices, Etc., to Trustee and Company.


 


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


 






    	 	10	 



     

    

 


(1)                
the Trustee by any Holder or by the Company or any other obligor of the Securities shall be sufficient for every purpose
hereunder if made, given, furnished, filed or mailed, first-class postage prepaid in writing to or with the Trustee at its Corporate
Trust Office, or


 


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


 


Section 1.06.            
Notice to Holders; Waiver.


 


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


 


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


 


Except as otherwise expressly provided
herein or otherwise specified with respect to any Securities pursuant to Section 3.01, where this Indenture provides for notice
to Holders of Bearer Securities of any event, such notice shall be sufficiently given if published in an Authorized Newspaper in
The City of New York and in such other city or cities as may be specified in such Securities on a Business Day, such publication
to be not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any such
notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first
such publication.


 


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


 


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


 


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


 


Section 1.07.            
Effect of Headings and Table of Contents.


 


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


 






    	 	11	 



     

    

 


Section 1.08.            
Successors and Assigns.


 


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


 


Section 1.09.            
Separability Clause.


 


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


 


Section 1.10.            
Benefits of Indenture.


 


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


 


Section 1.11.            
Governing Law.


 


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


 


Section 1.12.            
Legal Holidays.


 


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


 


Section 1.13.            
Submission to Jurisdiction.


 


The Company hereby irrevocably submits
to the non-exclusive jurisdiction of any New York state or federal court sitting in The City of New York in any action or proceeding
arising out of or relating to the Indenture and the Securities of any series, and the Company hereby irrevocably agrees that all
claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. The Company
hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding.


 


Section 1.14.            
Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies
or conflicts with any provision of the Trust Indenture Act or another provision which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall control.
If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section 1.15.            
Counterparts.


 


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


 






    	 	12	 



     

    

 


ARTICLE
Two



SECURITIES FORMS


 


Section 2.01.            
Forms of Securities.


 


The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related coupons, the temporary global Securities of each series,
if any, and the permanent global Securities of each series, if any, to be endorsed thereon shall be in substantially in the form
included in Exhibit A or substantially in the forms as shall be established in one or more indentures supplemental hereto or approved
from time to time by or pursuant to a Board Resolution in accordance with Section 3.01, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon
as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on
which the Securities may be listed, or to conform to usage.


 


Unless otherwise specified as contemplated
by Section 3.01, Bearer Securities shall have interest coupons attached.


 


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


 


Section 2.02.            
Form of Trustee’s Certificate of Authentication.


 


Subject to Section 6.11, the Trustee’s
certificate of authentication shall be in substantially the following form:


 


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


 


	 	[                               ], as Trustee
	 	 
	 	By: _____________________________
	 	          Authorized Officer
	 	 


Section 2.03.            
Securities Issuable in Global Form.


 


If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (8) of Section 3.01 and the
provisions of Section 3.02, any such Security shall represent such of the Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time
be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee or the Security Registrar
in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 3.03 or 3.04. Subject to the provisions of Section 3.03 and, if applicable, Section
3.04, the Trustee or the Security Registrar shall deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant
to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement,
delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 1.02 and need not be accompanied
by an Opinion of Counsel.


 






    	 	13	 



     

    

 


The provisions of the last sentence of
Section 3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by
the Company and the Company delivers to the Trustee or the Security Registrar the Security in global form together with written
instructions (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last
sentence of Section 3.03.


 


Notwithstanding the provisions of Section
3.07, unless otherwise specified as contemplated by Section 3.01, payment of principal of (and premium, if any) and interest, if
any, on any Security in permanent global form shall be made to the Person or Persons specified therein.


 


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


 


ARTICLE
Three



THE SECURITIES


 


Section 3.01.            
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 and shall be designated as Senior Securities, Senior Subordinated Securities or Junior Subordinated Securities or any
such other designation as shall be set forth in an amendment or supplement hereto. Senior Securities are unsubordinated, shall
rank equally and pari passu with all of the Company’s Senior Indebtedness and senior to all Subordinated Securities.
Senior Subordinated Securities shall rank junior to the Company’s Senior Indebtedness, equally and pari passu with
all other Senior Subordinated Indebtedness and senior to any Junior Subordinated Indebtedness. Junior Subordinated Securities shall
rank junior to the Company’s Senior Indebtedness and any Senior Subordinated Indebtedness and equally and pari passu
with all other Junior Subordinated Indebtedness. There shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 3.03, 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, any
or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if
so provided, may be determined from time to time by the Company with respect to unissued Securities of the series when issued from
time to time):


 


(1)                
the title of the Securities of the series including CUSIP numbers (which shall distinguish the Securities of such series
from all other series of Securities);


 






    	 	14	 



     

    

 


(2)                
any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05, and except for any Securities which,
pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);


 


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


 


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


 


(5)                
the place or places, if any, other than or in addition to The City of New York where the principal of (and premium, if any)
and interest, if any, on Securities of the series shall be payable, any Registered Securities of the series may be surrendered
for registration of transfer, Securities of the series may be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices or demands to or upon
the Company in respect of the Securities of the series and this Indenture may be served;


 


(6)                
the period or periods within which, or the date or dates on which, the price or prices at which, the Currency or Currencies
in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option
of the Company, if the Company is to have the option;


 


(7)                
the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund
or analogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which,
the price or prices at which, the Currency or Currencies in which, and other terms and conditions upon which Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;


 


(8)                
if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any
Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations
in which any Bearer Securities of the series shall be issuable;


 


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


 


(10)            
if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of the Securities of
the series which are redeemable before their Stated Maturity, upon surrender for repayment at the option of the Holder, or which
the Trustee shall be entitled to claim pursuant to Section 5.04 or the method by which such portion shall be determined;


 


(11)            
if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest,
if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;


 


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


 






    	 	15	 



     

    

 


(13)            
whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at
the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated
or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which,
such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which
such Securities are denominated or stated to be payable and the Currency or Currencies in which such Securities are to be paid,
in each case in accordance with, in addition to or in lieu of any of the provisions of Section 3.12;


 


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


 


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


 


(16)            
whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons)
or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities
of the series may be exchanged for Registered Securities of the series and vice versa (if permitted by applicable laws and regulations),
whether any Securities of the series are to be issuable initially in temporary global form with or without coupons and whether
any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial
owners of interests in any such permanent global Security may exchange such interests for Securities of such series in certificated
form and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur,
if other than in the manner provided in Section 3.05, whether Registered Securities of the series may be exchanged for Bearer Securities
of the series (if permitted by applicable laws and regulations), whether Bearer Securities of the series may be exchanged for Registered
Securities of the series, and the circumstances under which and the place or places where such exchanges may be made and if Securities
of the series are to be issuable as a global Security, the identity of the depository for such series;


 


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


 


(18)            
the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable,
if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent
to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid
if other than in the manner provided in Section 3.04; and the extent to which, or the manner in which, any interest payable on
a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.07;


 


(19)            
the applicability, if any, of Sections 14.02 and/or 14.03 to the Securities of the series and any provisions in modification
of, in addition to or in lieu of any of the provisions of Article Fourteen;


 


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


 


(21)            
whether, under what circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by
Section 10.04 on the Securities of the series to any Holder who is not a United States Person (including any modification to the
definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the
option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);


 






    	 	16	 



     

    

 


(22)            
the designation of the initial Exchange Rate Agent, if any;


 


(23)            
if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities
to be authenticated and delivered;


 


(24)            
if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the
Company), the terms and conditions upon which such Securities will be so convertible or exchangeable; and


 


(25)            
any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture or the requirements
of the Trust Indenture Act).


 


All Securities of any one series and
the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered
Securities, as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
(subject to Section 3.03) and set forth 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, a series may be reopened,
without the consent of the Holders, for issuances of additional Securities of such series.


 


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


 


Section 3.02.            
Denominations.


 


The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section 3.01. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Registered Securities
of such series, other than Registered Securities issued in global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer Securities of such series, other than Bearer Securities
issued in global form (which may be of any denomination), shall be issuable in a denomination of $5,000.


 


Section 3.03.            
Execution, Authentication, Delivery and Dating.


 


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


 


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


 






    	 	17	 



     

    

 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining
thereto, executed by the Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery
of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided,
however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any
location in the United States; and provided further that, unless otherwise specified with respect to any series of
Securities pursuant to Section 3.01, a Bearer Security may be delivered in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in such certificate as may be
specified with respect to any series of Securities pursuant to Section 3.01, dated no earlier than 15 days prior to the earlier
of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable
for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented
by a permanent global Bearer Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s
interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global
Security. Except as permitted by Section 3.06, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If all the Securities of any series are not to be issued at
one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may
set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate, maturity date, date of issuance and date from which interest shall accrue. In authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee
shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,


 


(i)          an Opinion of Counsel stating,


 


(a)                
that the form or forms of such Securities and any coupons have been established in conformity with the provisions of this
Indenture;


 


(b)                
that the terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture;
and


 


(c)                
that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed
and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by
the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to
or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such
counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; and


 


(ii)         an Officers’ Certificate stating, to the knowledge of the signers of such certificate, that no Event of Default with
respect to any of the Securities shall have occurred and be continuing.


 


Notwithstanding the provisions of Section
3.01 and of this Section 3.03, if all the Securities of any series are not to be issued at one time, it shall not be necessary
to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order, Opinion of Counsel
or Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security
of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall
be delivered at or before the time of issuance of the first Security of such series.


 


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, obligations or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not
be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable
to perform its duties with respect to such Securities.


 


Each Registered Security shall be dated
the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01.


 






    	 	18	 



     

    

 


No Security or coupon shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security or Security
to which such coupon appertains a certificate of authentication substantially in the form provided for herein duly executed by
the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided
in Section 3.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion
of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section 3.04.            
Temporary Securities.


 


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


 


Except in the case of temporary Securities
in global form (which shall be exchanged in accordance with Section 3.04(b) or as otherwise provided in or pursuant to a Board
Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series
at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining thereto),
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount and like
tenor of definitive Securities of the same series of authorized denominations; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive
Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth
in Section 3.03. 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.


 


(b)                
Unless otherwise provided in or pursuant to a Board Resolution, this Section 3.04(b) shall govern the exchange of temporary
Securities issued in global form through the London office of a depositary or common depositary (the “Common Depositary”),
for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct). If temporary Securities of any series are issued in global form, any such temporary
global Security shall, unless otherwise provided therein, be delivered to the London office of the Common Depositary, for the benefit
of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other
accounts as they may direct).


 


Without unnecessary delay but in any
event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after the Exchange Date, such temporary global Security
shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security
Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global
Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be
in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation
by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and
a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global
Security held for its account then to be exchanged, each in the form as may be established pursuant to Section 3.01; and provided
further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 3.03.


 






    	 	19	 



     

    

 


Unless otherwise specified in such temporary
global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged
for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear
or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case
may be, a certificate in such form as may be established pursuant to Section 3.01, dated no earlier than 15 days prior to the Exchange
Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating
Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security,
any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form
to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States.


 


Until exchanged in full as hereinabove
provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.01, interest payable on a temporary global Security on an Interest Payment Date for Securities
of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment
Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates
in the form as may be established pursuant to Section 3.01 for credit without further interest on or after such Interest Payment
Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior
to the Interest Payment Date occurring prior to such Exchange Date in the form as may be established pursuant to Section 3.01.
Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section 3.04(b) and of the third paragraph of Section 3.03 of
this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to
which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange
Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners.
Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect
to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security
shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not
paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of
two years after such Interest Payment Date in order to be repaid to the Company.


 


Section 3.05.            
Registration, Transfer and Exchange.


 


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


 


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


 


At the option of the Holder, Registered
Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered
Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange
is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 3.01, Bearer
Securities may not be issued in exchange for Registered Securities.



 






    	 	20	 



     

    

 


If (but only if) permitted by the applicable
Board Resolution and (subject to Section 3.03) set forth in the applicable Officers’ Certificate, or in any indenture supplemental
hereto, delivered as contemplated by Section 3.01, at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor,
upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled
to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 10.02, interest
represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside
the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or
agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest
Payment Date or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.


 


Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.


 


Notwithstanding the foregoing, except
as otherwise specified as contemplated by Section 3.01, any permanent global Security shall be exchangeable only as provided in
this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for
Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated
by Section 3.01 and provided that any applicable notice provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s
interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may
be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall
be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, or to the
Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without
charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal
aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion
of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities
and as Registered Securities, in which case the definitive Securities exchanged for the permanent global Security shall be issuable
only in the form in which the Securities are issuable, as specified as contemplated by Section 3.01, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection
of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be
among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion
of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security
is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable
on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.


 






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


 


Every Registered Security presented or
surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar or any
transfer agent) 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 or any transfer agent duly authorized in writing.


 


No service charge shall be made for any
registration of transfer or exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05 not involving any transfer.


 


The Company shall not be required (i)
to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during
a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 11.03 and
ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of
the relevant notice of redemption and (B) if such Securities are issuable as Bearer Securities, the day of the first publication
of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof
not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may
be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.


 


Section 3.06.            
Mutilated, Destroyed, Lost and Stolen Securities.


 


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


 


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


 


Notwithstanding the provisions of the
previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become
due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons,
if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed,
lost or stolen coupon appertains, pay such Security or coupon, as the case may be; provided, however, that payment
of principal of (and premium, if any) and interest, if any, on Bearer Securities shall, except as otherwise provided in Section
10.02, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated
by Section 3.01, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining
thereto.


 






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


 


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


 


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


 


Section 3.07.            
Payment of Interest; Interest Rights Preserved; Optional Interest Reset.


 


(a)                
Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 3.01,
interest, if any, on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant
to Section 10.02; provided, however, that each installment of interest, if any, on any Registered Security may at
the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 3.09, to the address of such Person as it appears on the Security Register or (ii) transfer
to an account maintained by the payee located in the United States.


 


Unless otherwise provided as contemplated
by Section 3.01 with respect to the Securities of any series, payment of interest, if any, may be made, in the case of a Bearer
Security, by transfer to an account maintained by the payee with a bank located outside the United States.


 


Unless otherwise provided as contemplated
by Section 3.01, every permanent global Security will provide that interest, if any, payable on any Interest Payment Date will
be paid to each of Euroclear and Clearstream with respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of Euroclear and Clearstream to credit the interest, if any, received
by it in respect of such permanent global Security to the accounts of the beneficial owners thereof.


 


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


 


Except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section 3.01, any interest on any Registered Security of any series
that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:


 






    	 	23	 



     

    

 


(1)                
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed
payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall
deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b),
3.12(d) and 3.12(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security of any
series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such
series after the close of business at such office or agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date of payment
in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such
coupon when due in accordance with the provisions of this Indenture.


 


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


 


(b)                
The provisions of this Section 3.07(b) may be made applicable to any series of Securities pursuant to Section 3.01 (with
such modifications, additions or substitutions as may be specified pursuant to such Section 3.01). The interest rate (or the spread
or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company
on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may
exercise such option with respect to such Security by notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to an Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 1.06, to the Holder of any such Security a notice (the “Reset Notice”)
indicating whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and
(ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or
if there is no such next Optional Reset Date, to the Stated Maturity of such Security (each such period a “Subsequent
Interest Period”), including the date or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.


 


Notwithstanding the foregoing, not later
than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if applicable) for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in Section 1.06, notice of such higher interest rate (or such higher
spread or spread multiplier providing for a higher interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities have
not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier providing for a higher interest rate, if applicable).


 






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The Holder of any such Security will
have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal
to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders except that
the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset
Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset
Date.


 


Subject to the foregoing provisions of
this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for
or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.


 


Section 3.08.            
Optional Extension of Maturity.


 


The provisions of this Section 3.08 may
be made applicable to any series of Securities pursuant to Section 3.01 (with such modifications, additions or substitutions as
may be specified pursuant to such Section 3.01). The Stated Maturity of any Security of such series may be extended at the option
of the Company for the period or periods specified on the face of such Security (each an “Extension Period”)
up to but not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Company may
exercise such option with respect to any Security by notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”).
If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 1.06, to the Holder of
such Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”),
prepared by the Company, indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity,
(iii) the interest rate (or spread, spread multiplier or other formula to calculate such interest rate, if applicable), if any,
applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s
transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified
by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal
of such Extension Notice.


 


Notwithstanding the foregoing, not later
than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate (or
spread, spread multiplier or other formula to calculate such interest rate, if applicable) provided for in the Extension Notice
and establish a higher interest rate (or spread, spread multiplier or other formula to calculate such higher interest rate, if
applicable) for the Extension Period by causing the Trustee to transmit, in the manner provided for in Section 1.06, notice of
such higher interest rate (or spread, spread multiplier or other formula to calculate such interest rate, if applicable) to the
Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the Stated Maturity is extended
will bear such higher interest rate.


 


If the Company extends the Stated Maturity
of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity
at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Stated Maturity thereof, the Holder must follow the procedures set forth in Article
Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at
least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security
for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment
until the close of business on the tenth day before the Original Stated Maturity.


 


Section 3.09.            
Persons Deemed Owners.


 


Prior to due presentment of a Registered
Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment
of principal of (and premium, if any) and (subject to Sections 3.05 and 3.07) interest, if any, on such Registered Security and
for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the contrary.


 






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Title to any Bearer Security and any
coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company or the Trustee may treat
the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose
of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon
be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


 


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


 


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


 


Section 3.10.            
Cancellation.


 


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


 


Section 3.11.            
Computation of Interest.


 


Except as otherwise specified as contemplated
by Section 3.01 with respect to Securities of any series, interest, if any, on the Securities of each series shall be computed
on the basis of a 360-day year consisting of twelve 30-day months.


 


Section 3.12.            
Currency and Manner of Payments in Respect of Securities.


 


(a)                
Unless otherwise specified with respect to any Securities pursuant to Section 3.01, with respect to Registered Securities
of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election
provided for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on any Registered or Bearer Security of such series will
be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is payable. The provisions of
this Section 3.12 may be modified or superseded with respect to any Securities pursuant to Section 3.01.


 






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(b)                
Section 3.01 may provide that Holders of any series of Registered Securities shall have the option, subject to paragraphs
(d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities
in any of the Currencies that may be designated for such election by delivering to the Trustee for such series of Registered Securities
a written election with signature guarantees and in the applicable form established pursuant to Section 3.01, not later than the
close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee for such series of Registered Securities (but any such change
must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective
for the payment to be made on such payment date and no such change of election may be made with respect to payments to be made
on any Registered Security of such series with respect to which an Event of Default has occurred or with respect to which the Company
has deposited funds pursuant to Article Four or Fourteen or with respect to which a notice of redemption has been given by the
Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered
Security who shall not have delivered any such election to the Trustee of such series of Registered Securities not later than the
close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency
as provided in Section 3.12(a). The Trustee for each such series of Registered Securities shall notify the Exchange Rate Agent
as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities for which Holders have
made such written election.


 


(c)                
Unless otherwise specified pursuant to Section 3.01, if the election referred to in paragraph (b) above has been provided
for pursuant to Section 3.01, then, unless otherwise specified pursuant to Section 3.01, not later than the fourth Business Day
after the Election Date for each payment date for Registered Securities of any series, the Exchange Rate Agent will deliver to
the Company a written notice specifying the Currency in which Registered Securities of such series are payable, the respective
aggregate amounts of principal of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such payment
date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (b) above. If
the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01 and if at least one Holder has made
such election, then, unless otherwise specified pursuant to Section 3.01, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer’s Certificate in
respect of the Dollar or Foreign Currency or Currencies payments to be made on such payment date. Unless otherwise specified pursuant
to Section 3.01, the Dollar or Foreign Currency or Currencies amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the second Business Day (the “Valuation Date”) immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes, absent manifest error.


 


(d)                
If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable
other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment
of principal of (and premium, if any) and interest, if any on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used (the “Conversion Date”), the
Dollar shall be the currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 3.01,
the Dollar amount to be paid by the Company to the Trustee of each such series of Securities and by such Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than
a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.


 


(e)                
Unless otherwise specified pursuant to Section 3.01, if the Holder of a Registered Security denominated in any Currency
shall have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect
to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence
of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence
of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) of this Section 3.12.


 


(f)                 
The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be
obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate
on the Conversion Date.


 






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(g)                
The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and subject to the
provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component
Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.


 


(h)                
For purposes of this Section 3.12, the following terms shall have the following meanings:


 


A “Component Currency”
shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit.


 


A “Specified Amount”
of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in
the relevant currency unit on the Conversion Date. If, after the Conversion Date, the official unit of any Component Currency is
altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the
respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency equal to the sum
of the respective Specified Amounts of such consolidated Component Currencies expressed in such single currency, and such amount
shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after the Conversion
Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall
be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate
on the date of such replacement equal to the Dollar Equivalent of the Specified Amount of such former Component Currency at the
Market Exchange Rate immediately before such division, and such amounts shall thereafter be Specified Amounts and such currencies
shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, a Conversion Event (other
than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency
of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall,
for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in
effect on the Conversion Date of such Component Currency.


 


An “Election Date”
shall mean the Regular Record Date for the applicable series of Registered Securities or at least 16 days prior to Maturity, as
the case may be, or such other prior date for any series of Registered Securities as specified pursuant to clause 13 of Section
3.01 by which the written election referred to in Section 3.12(b) may be made.


 


All decisions and determinations of the
Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market
Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee for the appropriate series
of Securities and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall
promptly give written notice to the Company and the Trustee for the appropriate series of Securities of any such decision or determination.


 


In the event that the Company determines
in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written
notice thereof to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly
thereafter give notice in the manner provided in Section 1.06 to the affected Holders) specifying the Conversion Date. In the event
the Company so determines that a Conversion Event has occurred with respect to any currency unit in which Securities are denominated
or payable, the Company will immediately give written notice thereof to the Trustee of the appropriate series of Securities and
to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided in Section 1.06 to the
affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In
the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in the definition
of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee of the appropriate series
of Securities and to the Exchange Rate Agent.


 


The Trustee of the appropriate series
of Securities shall be fully justified and protected in relying and acting upon information received by it from the Company and
the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.


 






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Section 3.13.            
Appointment and Resignation of Successor Exchange Rate Agent.


 


(a)                
Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange
Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and
in the manner specified pursuant to Section 3.01 for the purpose of determining the applicable rate of exchange and, if applicable,
for the purpose of converting the issued Foreign Currency into the applicable payment Currency for the payment of principal (and
premium, if any) and interest, if any, pursuant to Section 3.12.


 


(b)                
No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section
shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument
delivered to the Company and the Trustee of the appropriate series of Securities accepting such appointment executed by the successor
Exchange Rate Agent.


 


(c)                
If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office
of the Exchange Rate Agent for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities
of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities
of one or more or all of such series and that, unless otherwise specified pursuant to Section 3.01, at any time there shall only
be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on
the same date and that are initially denominated and/or payable in the same Currency).


 


Section 3.14.            
CUSIP Numbers.


 


The Company in issuing the Securities
may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall indicate the respective “CUSIP”
numbers of the Securities 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 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 advise the Trustee as promptly
as practicable in writing of any change in the CUSIP numbers.


 


ARTICLE
Four



SATISFACTION AND DISCHARGE


 


Section 4.01.            
Satisfaction and Discharge of Indenture.


 


Except as set forth below, this Indenture
shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for
herein or pursuant hereto, any surviving rights of tender for repayment at the option of the Holders and any right to receive Additional
Amounts, as provided in Section 10.04), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when


 


(1)           either


 


(A)               
all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other
than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange,
whose surrender is not required or has been waived as provided in Section 3.05, (ii) Securities and coupons of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, (iii) coupons appertaining
to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided
in Section 11.06 and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust
with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 






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(B)               
all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation


 


(i)                  
have become due and payable, or


 


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


 


(iii)               
if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company,
in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in
trust for such purpose, solely for the benefit of the Holders, an amount in the Currency in which the Securities of such series
are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered
to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, 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 irrevocably paid or caused to be irrevocably paid all other sums payable hereunder by the Company; and


 


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


 


Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee and any predecessor Trustee under Section 6.06, the obligations of the Company to
any Authenticating Agent under Section 6.12 and, if money shall have been deposited with the Trustee pursuant to subclause (B)
of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive any termination of this Indenture.


 


Section 4.02.            
Application of Trust Funds.


 


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


 


ARTICLE
Five



REMEDIES


 


Section 5.01.            
Events of Default.


 


“Event of Default”,
wherever used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason
for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless
it is either inapplicable to a particular series or is specifically deleted or modified in or pursuant to the supplemental indenture
or a Board Resolution establishing such series of Securities or is in the form of Security for such series:


 


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


 


(2)           default in the payment of the principal of (or premium, if any) any Security of that series; or


 


(3)           default in the deposit of any sinking fund payment, when and as due by the terms of any Security of that series and such
default is not cured within five days; or


 






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(4)           default in the performance, or breach, of any covenant or agreement of the Company in this Indenture with respect to any
Security of that series (other than a covenant or agreement a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a 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;


 


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


 


(A)               
commences a voluntary case or proceeding under any Bankruptcy Law,


 


(B)               
consents to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition or answer
or consent seeking reorganization or relief against it,


 


(C)               
consents to the entry of a decree or order for relief against it in an involuntary case or proceeding,


 


(D)               
consents to the filing of such petition or to the appointment of or taking possession by a Custodian of the Company or for
all or substantially all of its property, or


 


(E)               
makes an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts generally as they
become due or takes any corporate action in furtherance of any such action; or


 


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


 


(A)               
is for relief against the Company in an involuntary case or proceeding, or


 


 


(B)               
adjudges the Company bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company, or


 


(C)               
appoints a Custodian of the Company or for all or substantially all of its property, or


 


(D)               
orders the winding up or liquidation of the Company,


 


and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or


 


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


 


The term “Bankruptcy Law”
means title 11, U.S. Code or any applicable federal or state bankruptcy, insolvency, reorganization or other similar law. The term
“Custodian” means any custodian, receiver, trustee, assignee, liquidator, sequestrator or other similar official
under any Bankruptcy Law.


 


Section 5.02.            
Acceleration of Maturity; Rescission and Annulment.


 


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


 






    	 	31	 



     

    

 


At any time after such a declaration
of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter provided in this Article, 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 in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable,
as provided in Sections 3.12(b), 3.12(d) and 3.12(e)):


 


(A)               
all overdue installments of interest, if any, on all Outstanding Securities of that series and any related coupons,


 


(B)               
the principal of (and premium, if any) all Outstanding Securities of that series which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities,


 


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


 


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


 


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


 


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


 


Section 5.03.            
Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if:


 


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


 


(2)           default is made in the payment of the principal of (or premium, if any) any Security of any series and continues for a period
of five days after Maturity,


 


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


 


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


 






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


 


Section 5.04.            
Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of any overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(i)                  
to file and prove a claim for the whole amount of principal (or in the case of Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be provided for in the terms thereof) (and premium, if any) and interest, if any,
owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and


 


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


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities of such
series and coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any
predecessor Trustee under Section 6.06.


 


Subject to Article Eight and Section
9.02 and unless otherwise provided as contemplated by Section 3.01, nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder of a Security or coupon in any such proceeding.


 


Section 5.05.            
Trustee May Enforce Claims Without Possession of Securities or Coupons.


 


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


 


Section 5.06.            
Application of Money Collected.


 


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


 


FIRST: To the payment of all amounts
due the Trustee and any predecessor Trustee under Section 6.06;


 






    	 	33	 



     

    

 


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


 


THIRD: To the payment of the remainder,
if any, to the Company or any other Person or Persons entitled thereto.


 


Section 5.07.            
Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.08.            
Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in
this Indenture, the Holder of any Security or coupon shall have the right which is absolute and unconditional to receive payment
of the principal of (and premium, if any) and (subject to Sections 3.05 and 3.07) interest, if any, on such Security or payment
of such coupon on the Stated Maturity or Maturities expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date or, in the case of repayment at the option of the Holders on the Repayment Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 5.09.            
Restoration of Rights and Remedies.


 


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


 






    	 	34	 



     

    

 


Section 5.10.            
Rights and Remedies Cumulative.


 


Except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 3.06,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


Section 5.11.            
Delay or Omission Not Waiver.


 


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


 


Section 5.12.            
Control by Holders of Securities.


 


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


 


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


 


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


 


(3)                
the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders
of Securities of such series not consenting.


 


Section 5.13.            
Waiver of Past Defaults.


 


Subject to Section 5.02, the Holders
of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series and any related coupons waive any past default hereunder with respect to Securities of such series
and its consequences, except a default:


 


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


 


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


 


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


 


Section 5.14.            
Waiver of Stay or Extension Laws.


 


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


 






    	 	35	 



     

    

 


ARTICLE
Six


 


THE TRUSTEE


 


Section 6.01.            
Duties of Trustee and Notice of Defaults.


 


Subject to the provisions of Trust Indenture
Act Section 315(a) through 315(d):


 


(a)                
if a Default or 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 its exercise thereof as a prudent person would exercise
or use under the circumstances in the conduct of his own affairs.


 


(b)                
except during the continuance of a Default or an Event of Default:


 


(1)                
the Trustee need perform only those duties as are specifically set forth in this Indenture and no covenants or obligations
shall be implied in this Indenture that are adverse to the Trustee; and


 


(2)                
in the absence of bad faith or willful misconduct 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. However, 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 examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein.


 


(c)                
the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that:


 


(1)                
this subsection (c) does not limit the effect of subsection (b) of this Section 6.01;


 


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


 


(3)                
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith, in accordance with a
direction of the Holders of a majority in principal amount of Outstanding Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power confirmed upon the Trustee
under this Indenture.


 


(d)                
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.


 


(e)                
whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to subsections (a), (b), (c) and (d) of this Section 6.01.


 


(f)                 
the Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing
with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by
law.


 






    	 	36	 



     

    

 


Within 90 days after the occurrence of
any Default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent
provided in TIA Section 313(c), notice of such Default hereunder known to the Trustee, unless such Default shall have been cured
or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series, or in the payment of any sinking or purchase fund installment with
respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board
of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the Holders of the Securities and coupons of such series;
and provided further that in the case of any Default or breach of the character specified in Section 5.01(4) with
respect to the Securities and coupons of such series, no such notice to Holders shall be given until at least 60 days after the
occurrence thereof.


 


Section 6.02.            
Certain Rights of Trustee.


 


Subject to Section 6.01 and the provisions
of TIA Section 315(a) through 315(d):


 


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


 


(2)                
Any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order (other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section 3.03 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may 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)
may, in the absence of bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel or an Officers’ Certificate.


 


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


 


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


 


(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, coupon or other paper
or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled upon reasonable
notice and at reasonable times during normal business hours to examine the books, records and premises of the Company, personally
or by agent or attorney.


 


(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.


 


(8)                
The Trustee shall not 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.


 






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(9)                
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.


 


(10)            
The permissive rights of the Trustee enumerated herein shall not be construed as duties.


 


(11)            
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.


 


The Trustee shall not be required to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.


 


Section 6.03.            
Not Responsible for Recitals or Issuance of Securities.


 


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


 


Section 6.04.            
May Hold Securities.


 


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


 


Section 6.05.            
Money Held in Trust.


 


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


 


Section 6.06.            
Compensation and Reimbursement and Indemnification of Trustee.


 


The Company agrees:


 


(1)                
To pay to the Trustee or any predecessor Trustee from time to time such reasonable compensation for all services rendered
by it hereunder as has been agreed upon from time to time in writing (which compensation shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust).


 


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


 






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


 


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


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 5.01 occurs, the expenses and compensation for such services are intended
to constitute expenses of administration under Bankruptcy Law for the relief of debtors.


 


The provisions of this Section 6.06 shall
survive the resignation or removal of the Trustee and the satisfaction, termination or discharge of this Indenture.


 


Section 6.07.            
Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee
hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of
at least $150,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements
of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


Section 6.08.            
Disqualification; 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.


 


Section 6.09.            
Resignation and Removal; Appointment of Successor.


 


(a)                
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section
6.10.


 


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


 


(c)                
The Trustee may be removed at any time with respect to the Securities of any series by (i) the Company, by an Officers’
Certificate delivered to the Trustee, provided that contemporaneously therewith (x) the Company immediately appoints a successor
Trustee with respect to the Securities of such series meeting the requirements of Section 6.07 hereof and (y) the terms of Section
6.10 hereof are complied with in respect of such appointment (the Trustee being removed hereby agreeing to execute the instrument
contemplated by Section 6.10(b) hereof, if applicable, under such circumstances) and provided further that no Default
with respect to such Securities shall have occurred and then be continuing at such time, or (ii) 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.


 






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(d)                
If at any time:


 


(1)                
the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company
or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months;


 


(2)                
the Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or


 


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


 


then, in any such case, (i) the Company by or pursuant to
a Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities or (ii) subject to TIA
Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


 


(e)                
If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after
the giving of a notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


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


 


(g)                
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices
to the Holders of Securities in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


 


Section 6.10.            
Acceptance of Appointment by Successor.


 


(a)                
In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 6.06.


 






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(b)                
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. Whenever there is a successor Trustee with respect to one or more (but less than all) series
of securities issued pursuant to this Indenture, the terms “Indenture” and “Securities” shall have the
meanings specified in the provisos to the respective definition of those terms in Section 1.01 which contemplate such situation.


 


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


 


(d)                
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 Six.


 


Section 6.11.            
Merger, Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article Six, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities or coupons shall have been authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities
or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities or coupons.
In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or that of its predecessor Trustee, with the full force
and effect which this Indenture provides for the certificate of authentication of the Trustee; provided, however,
that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name
of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 






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Section 6.12.            
Appointment of Authenticating Agent.


 


At any time when any of the Securities
remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents acceptable to the Company (which may be an Affiliate
or Affiliates of the Company) with respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue or upon exchange, registration of transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument
in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by
an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and, except as may otherwise be provided pursuant to Section 3.01, shall
at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the
United States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $150,000 and subject to supervision or examination by Federal or State authorities.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


An Authenticating Agent for any series
of Securities may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company.
The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall promptly
give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent
will serve in the manner set forth in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


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


 


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


 


This is one of the Securities of the
series designated therein referred to in the Indenture referenced herein.


 


	 	[                               ], as Trustee
	 	 
	 	 
	 	By: ______________________
	 	       Authenticating Agent
	 	 
	 	 
	 	By: ______________________
	 	       Authorized Officer


 






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If all of the Securities of a series
may not be originally issued at one time, and the Trustee does not have an office capable of authenticating Securities upon original
issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance,
the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.02 and need not be accompanied
by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent (which, if so requested by the
Company, shall be an Affiliate of the Company) having an office in a Place of Payment designated by the Company with respect to
such series of Securities, provided that the terms and conditions of such appointment are acceptable to the Trustee.


 


ARTICLE
Seven


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01.            
Disclosure of Names and Addresses of Holders.


 


In accordance with Section 312(a) of
the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee:


 


(1)                
semi-annually with respect to Securities of each series not later than January 15 and July 15 of the year or upon such other
dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, a list,
in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date;
and


 


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


 


provided, however, that so long as the Trustee
is the Security Registrar no such list shall be required to be furnished.


 


Section 7.02.            
Preservation of Information; Communications to Holders.


 


The Trustee shall comply with the obligations
imposed upon it pursuant to Section 312 of the Trust Indenture Act.


 


Every Holder of Securities, by receiving
and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security
Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.


 


Section 7.03.            
Reports by Trustee.


 


Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit
by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such May 15 which meets the requirements
of TIA Section 313(a).


 


A copy of each such report shall, at
the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Securities are
listed, with the Commission and with the Company. The Company will promptly notify the Trustee of the listing of the Securities
on any stock exchange. The Trustee also will comply with TIA Section 313(b)(2).


 






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Section 7.04.            
Reports by Company.


 


The Company will file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under the Trust Indenture Act), and transmit to holders
of Securities, such information, documents and other reports and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act, whether or not the Securities are governed by 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 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.
Such reports shall be deemed to have been furnished to the Trustee if they are electronically available via the Commission’s
EDGAR system. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on an Officers’ Certificates).


 


Section 7.05.            
Calculation of Original Issue Discount.


 


Upon request of the Trustee, the Company
shall file with the Trustee promptly at the end of each calendar year a written notice specifying the amount of original issue
discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities as of the end of such year and
such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code
of 1986, as amended from time to time.


 


Section 7.06.            
Preferential Collection of Claims Against Company.


 


The Trustee is subject to TIA Section
311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject
to TIA Section 311(a) to the extent indicated therein.


 


ARTICLE
Eight


 


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


 


Section 8.01.            
Company May Consolidate, Etc., Only on Certain Terms.


 


The Company shall not consolidate with
or merge with or into any other corporation or convey or transfer its properties and assets substantially as an entirety to any
Person, unless:


 


(1)                
the successor entity or entities, each of which shall be a Corporation organized and existing under the laws of any state
of the United States of America or the District of Columbia, shall expressly assume, by an indenture (or indentures, if at such
time there is more than one Trustee) supplemental hereto executed by the successor Person and delivered to the Trustee, the due
and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities
and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed
or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series
that are convertible or exchangeable into Common Stock or other securities, cash or other property and if any such successor entity
is not subject to the jurisdiction of any state of the United States or the District of Columbia, such entity submits to jurisdiction
for all purposes with respect to the Securities and appoints an agent for service of process in the United States of America;


 






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(2)                
immediately after giving effect to such transaction or series of transactions, no Event of Default or event which, after
notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and


 


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


 


Notwithstanding the foregoing, the Company
may consolidate with, or merge with or into, an Affiliate incorporated for the purpose of incorporating in another jurisdiction
of the United States or any State thereof or the District of Columbia without complying with the requirement of paragraph (2) above.


 


Notwithstanding the foregoing (i) the
Company may convey, transfer or lease all or substantially all of its properties and assets as an entirety to any Subsidiary or
Subsidiaries, in one transaction or a series of related transactions and (ii) the transfer by the Company, in a single transaction
or series of transactions, of all or substantially all of its cash, cash equivalents and marketable securities of non-Affiliates
for which the Company receives fair market value, as determined by its Board of Directors, will not constitute a sale of all or
substantially all of the Company’s assets.


 


Section 8.02.            
Successor Person Substituted.


 


Upon any consolidation or merger, or
any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section
8.01, the successor corporation formed by such consolidation or into which the Company is merged or the successor Person to which
such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor had been named as the Company herein; and in the event of any such
conveyance or transfer, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities
and coupons and may be dissolved and liquidated.


 


ARTICLE
Nine


 


SUPPLEMENTAL INDENTURES


 


Section 9.01.            
Supplemental Indentures Without Consent of Holders.


 


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


 


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


 


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


 






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


 


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


 


(5)                
to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall
become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision;


 


(6)                
to secure the Securities;


 


(7)                
to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.01 and 3.01,
including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person
(including the Company);


 


(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;


 


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


 


(10)            
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance
and discharge of any series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall
not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities
in any material respect.


 


Section 9.02.            
Supplemental Indentures with Consent of Holders.


 


With the consent of the Holders of not
less than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental indenture, by Act
of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture which affects such series of Securities or of modifying in
any manner the rights of the Holders of such series of Securities and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected
thereby:


 






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(1)                
change the Stated Maturity of the principal of (or premium, if any) or any installment of principal of or interest on, any
Security, subject to the provisions of Section 3.08; or the terms of any sinking fund with respect to any Security; or reduce the
principal amount thereof or the rate of interest (or change the manner of calculating the rate of interest, thereon, or any premium
payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 10.04
(except as contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the portion of the principal of an Original
Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to Section 5.04,
or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or
the Currency 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 or repayment at the option
of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or adversely affect any right to convert
or exchange any Security as may be provided pursuant to Section 3.01 herein;


 


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


 


(3)                
modify any of the provisions of this Section or Section 5.13, 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 of
a Security or coupon with respect to changes in the references to “the Trustee” and concomitant changes in this Section,
or the deletion of this proviso, in accordance with the requirements of Sections 6.10(b) and 9.01(8).


 


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


 


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


 


The Company may, but shall not be obligated
to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a
record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that
unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date that
is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder
be cancelled and of no further effect.


 


Section 9.03.            
Execution of Supplemental Indentures.


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the documents
required by Section 1.02 of this Indenture, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.04.            
Effect of Supplemental Indentures.


 


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



 






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Section 9.05.            
Conformity with Trust Indenture Act.


 


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


 


Section 9.06.            
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.


 


ARTICLE
Ten


 


COVENANTS


 


Section 10.01.        
Payment of Principal, Premium, if any, and Interest.


 


The Company covenants and agrees for
the benefit of the Holders of each series of Securities and any coupons appertaining thereto that it will duly and punctually pay
the principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of such
series of Securities, any coupons appertaining thereto and this Indenture. Any interest due on Bearer Securities on or before Maturity,
other than Additional Amounts, if any, payable as provided in Section 10.04 in respect of principal of (or premium, if any) such
a Security, shall be payable only upon presentation and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. Unless otherwise specified with respect to Securities of any series pursuant to Section
3.01, at the option of the Company, all payments of principal may be paid by check to the registered Holder of the Security or
other person entitled thereto against surrender of such Security.


 


Section 10.02.        
Maintenance of Office or Agency.


 


If Securities of a series are issuable
only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities an office or agency
where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered
for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain
(i) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered
for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered
for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following paragraph (and not otherwise), (ii) subject to any laws
or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office
or agency where Securities of that series and related coupons may be presented and surrendered for payment (including payment of
any Additional Amounts payable on Securities of that series pursuant to Section 10.04); provided, however, that if
the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that series in any required city located outside the
United States, as the case may be, so long as the Securities of that series are listed on such exchange, and (iii) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency
where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion
or exchange, as applicable 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 each such office or agency. If at any time the Company shall fail to maintain any such required office or agency in
respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series
and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer
Securities of that series pursuant to Section 10.04) at the offices specified in the Security, and the Company hereby appoints
the same as its agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints
the Trustee its agent to receive all such presentations, surrenders, notices and demands.


 






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Unless otherwise specified with respect
to any Securities pursuant to Section 3.01, no payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer
to any account maintained with a financial institution located in the United States; provided, however, that, if
the Securities of a series are denominated and payable in Dollars, payment of principal of (and premium, if any) and interest,
if any, on any Bearer Security (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant
to Section 10.04) shall be made at the office of the Company’s Paying Agent in The City of New York, if (but only if) payment
in Dollars of the full amount of such principal, premium, if any, interest or Additional Amounts, as the case may be, at all offices
or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture, is illegal
or effectively precluded by exchange controls or other similar restrictions.


 


The Company may also from time to time
designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for
any or all of 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 accordance
with the requirements set forth above 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. Unless
otherwise specified with respect to any Securities pursuant to Section 3.01 with respect to a series of Securities, the Company
hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in The City of New York,
and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in The City of New York and as its agent to receive
all such presentations, surrenders, notices and demands.


 


Unless otherwise specified with respect
to any Securities pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency other
than Dollars or (ii) may be payable in a currency other than Dollars, or so long as it is required under any other provision of
the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange
Rate Agent.


 


Section 10.03.        
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 any Securities and any related coupons, it will, on or before each due date
of the principal of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections
3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the principal (and premium, if any) and interest, if any, on Securities of such
series 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 and any related coupons, it will, on or before each due date of the principal of
(or premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the Currency
or Currencies described in the preceding paragraph) sufficient to pay the principal (or premium, if any) or interest, if any, so
becoming due, such sum of money to be held in trust for the benefit of the Persons entitled to such principal, premium or interest
and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 






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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 of money 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
sums.


 


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


 


Section 10.04.        
Additional Amounts.


 


If the Securities of a series provide
for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining
thereto such Additional Amounts as may be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned,
in any context, the payment of the principal of (or premium, if any) or interest, if any, on any Security of any series or payment
of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established pursuant to
Section 3.01 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant
to such terms and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed
as excluding Additional Amounts in those provisions hereof where such express mention is not made.


 


Except as otherwise specified as contemplated
by Section 3.01, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior
to Maturity, the first day on which a payment of principal premium is made), and at least 10 days prior to each date of payment
of principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’
Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment
of principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any
related coupons who are not United States persons without withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate
shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series
or related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned
certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required
with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall
have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities
of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance
on any Officers’ Certificate furnished pursuant to this Section or in reliance on the Company’s not furnishing such
an Officers’ Certificate.


 






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Section 10.05.        
Statement as to Compliance.


 


(a)                
The Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof
so long as any Security is Outstanding hereunder, a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions
and covenants under this Indenture. For purposes of this Section 10.05, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.


 


Section 10.06.        
Corporate Existence.


 


Subject to Article Eight, the Company
shall do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence and related
rights and franchises (charter and statutory) of the Company and each of its Subsidiaries; provided, however, that
the Company shall not be required to preserve any such right or franchise or the corporate existence of any such Subsidiary if
the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss thereof would not reasonably be expected to have a material
adverse effect on the ability of the Company to perform its obligations hereunder; and provided, further, however, that
the foregoing shall not prohibit a sale, transfer or conveyance of a Subsidiary of the Company or any of its assets in compliance
with the terms of this Indenture.


 


Section 10.07.        
Waiver of Certain Covenants.


 


The Company may omit in any particular
instance to comply with any covenants of the Company added to Article Ten pursuant to Section 3.01(14) or Section 3.01(15) in connection
with the Securities of a series, if before or after the time for such compliance the Holders of at least a majority in aggregate
principal amount of all Outstanding Securities of such series, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition
except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.


 


ARTICLE
Eleven


 


REDEMPTION OF SECURITIES


 


Section 11.01.        
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 3.01 for Securities of any series) in accordance with this Article.


 


Section 11.02.        
Election to Redeem; Notice to Trustee.


 


The election of the Company to redeem
any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company
of less than all of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and
of the principal amount of Securities of such series to be redeemed, and, if applicable, of the tenor of the Securities to be redeemed,
and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed
pursuant to Section 11.03. In the case of any redemption of Securities of any series prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction.


 






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Section 11.03.        
Selection by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any
series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such
date with the same terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate; provided
that such method complies with the rules of any national securities exchange or quotation system on which the Securities are listed,
and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for
Securities of such series.


 


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


 


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


 


Section 11.04.        
Notice of Redemption.


 


Notice of redemption shall be given in
the manner provided in Section 1.06, not less than 30 days nor more than 60 days prior to the Redemption Date, unless a shorter
period is specified by the terms of such series established pursuant to Section 3.01, to each Holder of Securities to be redeemed,
but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption as a whole
or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption
of any other such Security or portion thereof.


 


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


 


All notices of redemption shall state:


 


(1)                
the Redemption Date;


 


(2)                
the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 11.06;


 


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


 


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


 


(5)                
that on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided
in Section 11.06 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable,
that interest thereon shall cease to accrue on and after said date;


 






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


 


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


 


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


 


(9)                
if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed,
and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant
to Section 3.05 or otherwise, the last date, as determined by the Company, on which such exchanges may be made; and


 


(10)            
the CUSIP number of such Security, if any.


 


A notice of redemption published as contemplated
by Section 1.06 need not identify particular Registered Securities to be redeemed. Notice of redemption of Securities to be redeemed
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 11.05.        
Deposit of Redemption Price.


 


On or prior to 10:00 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, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust
as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections
3.12(b), 3.12(d) and 3.12(e)) sufficient to pay on the Redemption Date the Redemption Price of, and (unless otherwise specified
pursuant to Section 3.01) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date.


 


Section 11.06.        
Securities Payable on Redemption Date.


 


Notice of redemption having been given
as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section
3.01 for the Securities of such series and except, if applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) (together
with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest, if any) such Securities shall if the same were interest-bearing cease to bear interest
and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below,
shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if
any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest
on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by Section
3.01, only upon presentation and surrender of coupons for such interest; and provided further that, unless otherwise
specified as contemplated by Section 3.01, installments of interest on Registered Securities whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.


 






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If any Bearer Security surrendered for
redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after
deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section
10.02) and, unless otherwise specified as contemplated by Section 3.01, only upon presentation and surrender of those coupons.


 


If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption
Date at the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.


 


Section 11.07.        
Securities Redeemed in Part.


 


Any Registered Security which is to be
redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing)
and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge
a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.
If a temporary global Security or permanent global Security is so surrendered, such new Security so issued shall be a new temporary
global Security or permanent global Security, respectively. However, if less than all the Securities of any series with differing
issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date.


 


Section 11.08.        
Repurchases on the Open Market.


 


The Company or any Affiliate of the Company
may at any time or from time to time repurchase any of the Securities in the open market or otherwise. Such Securities may, at
the option of the Company or the relevant Affiliate of the Company, be held, resold or surrendered to the Trustee for cancellation.


 


ARTICLE
Twelve


 


SINKING FUNDS


 


Section 12.01.        
Applicability of Article.


 


The provisions of this Article shall
be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by
Section 3.01 for Securities of such series.


 


The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of such Securities of any series is herein referred
to as an “optional sinking fund payment”. If provided for by the terms of any Securities of any series, the cash amount
of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall
be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.


 






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Section 12.02.        
Satisfaction of Sinking Fund Payments with Securities.


 


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


 


Section 12.03.        
Redemption of Securities for Sinking Fund.


 


Not less than 60 days prior to each sinking
fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’ Certificate specifying
the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided
in Sections 3.12(b), 3.12(d) and 3.12(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’
Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.


 


ARTICLE
Thirteen


 


REPAYMENT AT THE OPTION OF HOLDERS


 


Section 13.01.        
Applicability of Article.


 


Repayment of Securities of any series
before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and
(except as otherwise specified by the terms of such series established pursuant to Section 3.01) in accordance with this Article.


 


Section 13.02.        
Repayment of Securities.


 


Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid
at the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before 10:00 a.m., New York City time, on the Repayment Date
it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.03) an amount of money in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 3.01 for the Securities of such series and except, if applicable, as provided in Sections
3.12(b), 3.12(d) and 3.12(e)) sufficient to pay the Repayment Price of, and (unless otherwise specified pursuant to Section 3.01)
accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date.


 






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Section 13.03.        
Exercise of Option.


 


Securities of any series subject to repayment
at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities.
To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment”
form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing),
must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later
than 30 days prior to the Repayment Date. If less than the entire Repayment Price of such Security is to be repaid in accordance
with the terms of such Security, the portion of the Repayment Price of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to
the Holder for the portion of such Security surrendered that is not to be repaid, must be specified. Any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount
of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.


 


Section 13.04.        
When Securities Presented for Repayment Become Due and Payable.


 


If Securities of any series providing
for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or
pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become
due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same
were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with
such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the Repayment Price
of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided,
however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 10.02) and, unless otherwise specified pursuant to Section
3.01, only upon presentation and surrender of such coupons; and provided further that installments of interest on
Registered Securities, whose Stated Maturity is prior to (or, if specified pursuant to Section 3.01, on) the Repayment Date shall
be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.07.


 


If any Bearer Security surrendered for
repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after
deducting from the amount payable therefor as provided in Section 13.02 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished
to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder
of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall
have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 10.02) and, unless otherwise specified as contemplated by Section 3.01, only upon presentation
and surrender of those coupons.


 


If any Security surrendered for repayment
shall not be so repaid upon surrender thereof, the Repayment Price shall, until paid, bear interest from the Repayment Date at
the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to Maturity
of such Security.


 






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Section 13.05.        
Securities Repaid in Part.


 


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


 


ARTICLE
Fourteen


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 14.01.        
Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.


 


If pursuant to Section 3.01 provision
is made for either or both of (a) defeasance of the Securities of or within a series under Section 14.02 or (b) covenant defeasance
of the Securities of or within a series under Section 14.03, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 3.01
with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company may
at its option by Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to
have either Section 14.02 (if applicable) or Section 14.03 (if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this Article.


 


Section 14.02.        
Defeasance and Discharge.


 


Upon the Company’s exercise of
the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on and
after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose,
such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only
for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section,
and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar
as such Securities and any coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from
the trust fund described in Section 14.04 and as more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due,
(B) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 10.02 and 10.03 and with respect
to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 10.04, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this Article Fourteen, the Company
may exercise its option under this Section notwithstanding the prior exercise of its option under Section 14.03 with respect to
such Securities and any coupons appertaining thereto. Following a defeasance, payment of such Securities may not be accelerated
because of an Event of Default.


 


Section 14.03.        
Covenant Defeasance.


 


Upon the Company’s exercise of
the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be released
from its obligations under any covenant, with respect to such Outstanding Securities and any coupons appertaining thereto on and
after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “covenant defeasance”), and such
Securities and any coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such
other covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of Default under Section 5.01(4) or 5.01(7) or otherwise,
as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons appertaining
thereto shall be unaffected thereby. Following a covenant defeasance, payment of such Securities may not be accelerated because
of an Event of Default solely by reference to such Sections specified above in this Section 14.03.


 






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Section 14.04.        
Conditions to Defeasance or Covenant Defeasance.


 


The following shall be the conditions
to application of either Section 14.02 or Section 14.03 to any Outstanding Securities of or within a series and any coupons appertaining
thereto:


 


(a)                
The Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article Fourteen applicable to
it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for the benefit
of, and dedicated solely to, the Holders of such Securities and any coupons appertaining thereto, (1) an amount (in such Currency
in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), or (2) Government
Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the Currency in which such
Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining
thereto, money in an amount or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium,
if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable
to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities and any coupons appertaining thereto.


 


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


 


(c)                
No Default or Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred
and be continuing on the date of such deposit or, insofar as Sections 5.01(5) and 5.01(6) are concerned, at any time during the
period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


 


(d)                
In the case of an election under Section 14.02, the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the
date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance
had not occurred.


 


(e)                
In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain
or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.


 






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(f)                 
The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case
may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection
(a) above and the related exercise of the Company’s option under Section 14.02 or Section 14.03 (as the case may be), registration
is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing
such deposit or by the trustee for such trust funds or (ii) all necessary registrations under said Act have been effected.


 


(g)                
Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith
pursuant to Section 3.01.


 


Section 14.05.        
Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last
paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01)
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section
14.05, the “Trustee”) pursuant to Section 14.04 in respect of any Outstanding Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, if any, but such
money need not be segregated from other funds except to the extent required by law.


 


Unless otherwise specified with respect
to any Security pursuant to Section 3.01, if, after a deposit referred to in Section 14.04(a) has been made, (a) the Holder of
a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of
such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 14.04(a) has been made
in respect of such Security or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e) or by the terms of any
Security in respect of which the deposit pursuant to Section 14.04(a) has been made, the indebtedness represented by such Security
and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment
of the principal of (and premium, if any) and interest, if any, on such Security as the same becomes due out of the proceeds yielded
by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in
respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event
based on the applicable Market Exchange Rate for such Currency in effect on the second Business Day prior to each payment date,
except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.


 


The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the money or Government Obligations deposited pursuant
to Section 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by
law is for the account of the Holders of such Outstanding Securities and any coupons appertaining thereto.


 


Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government
Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable,
in accordance with this Article.


 






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ARTICLE
Fifteen


 


SUBORDINATION OF SECURITIES


 


Section 15.01.        
Agreement to Subordinate.


 


The Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of Senior Subordinated Securities by his acceptance thereof, likewise covenants
and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all of the Senior Subordinated
Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full of all Senior Indebtedness.


 


The Company, for itself, its successors
and assigns, covenants and agrees, and each Holder of Junior Subordinated Securities by his acceptance thereof, likewise covenants
and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on each and all of the Junior Subordinated
Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full of all Senior Indebtedness and Senior Subordinated Indebtedness.


 


Section 15.02.        
Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Subordinated Securities.


 


Upon any distribution of assets of the
Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization
or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting
the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and
the holders thereof by a lawful plan of reorganization under applicable bankruptcy law):


 


(a)                
the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium,
if any) and interest due thereon before the Holders of the Subordinated Securities are entitled to receive any payment upon the
principal (or premium, if any) or interest, if any, on indebtedness evidenced by the Subordinated Securities;


 


(b)                
the holders of all Senior Subordinated Indebtedness shall be entitled to receive payment in full of the principal thereof
(and premium, if any) and interest due thereon before the Holders of the Junior Subordinated Securities are entitled to receive
any payment upon the principal (or premium, if any) or interest, if any, on indebtedness evidenced by the Junior Subordinated Securities;


 


(c)                
any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities,
to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article Fifteen shall
be paid by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy,
a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives
or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have
been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and
interest on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness;
and


 


(d)                
in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities before
all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to the Trustee, to
the holder of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture
under which any instrument evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application
to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 






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Subject to the payment in full of all
Senior Indebtedness, the Holders of the Subordinated Securities shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of cash, property or securities of the Company applicable to Senior Indebtedness until the
principal of (and premium, if any) and interest, if any, on the Subordinated Securities shall be paid in full and no such payments
or distributions to the Holders of the Subordinated Securities of cash, property or securities otherwise distributable to the holders
of Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders
of the Subordinated Securities be deemed to be a payment by the Company to or on account of the Subordinated Securities. It is
understood that the provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights
of the Holders of the Subordinated Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand.
Nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Subordinated
Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Subordinated Securities
the principal of (and premium, if any) and interest, if any, on the Subordinated Securities as and when the same shall become due
and payable in accordance with their terms, or to affect the relative rights of the Holders of the Subordinated Securities and
creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Subordinated Securities
prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article Fifteen of the holders of Senior Indebtedness
in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution
of assets of the Company referred to in this Article Fifteen, the Trustee, subject to the provisions of Section 6.01, shall be
entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee
for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article Fifteen.


 


If the Trustee or any Holder of Subordinated
Securities does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days
before the expiration of the time to file such claim in such proceeding, then the holder of any Senior Indebtedness is hereby authorized,
and has the right, to file an appropriate claim or claims for or on behalf of such Holder of Subordinated Securities.


 


With respect to the holders of Senior
Indebtedness, 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 Indebtedness shall be read into
this Indenture against the Trustee. The Trustee does not owe any fiduciary duties to the holders of Securities other than Securities
issued under this Indenture.


 


Section 15.03.        
No Payment on Subordinated Securities in Event of Default on Senior Indebtedness.


 


No payment by the Company on account
of principal (or premium, if any), sinking funds or interest, if any, on the Subordinated Securities shall be made unless full
payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made or
duly provided for in money or money’s worth.


 


Section 15.04.        
Payments on Subordinated Securities Permitted.


 


Nothing contained in this Indenture or
in any of the Subordinated Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making,
at any time except as provided in Sections 15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any,
on the Subordinated Securities or (b) prevent the application by the Trustee of any moneys deposited with it hereunder to the payment
of or on account of the principal of (or premium, if any) or interest, if any, on the Subordinated Securities, unless the Trustee
shall have received at its Corporate Trust Office written notice of any event prohibiting the making of such payment more than
three Business Days prior to the date fixed for such payment.


 






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Section 15.05.        
Authorization of Holders to Trustee to Effect Subordination.


 


Each Holder of Subordinated Securities
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 as provided in this Article Fifteen and appoints the Trustee his attorney-in-fact for any and all
such purposes.


 


Section 15.06.        
Notices to Trustee.


 


Notwithstanding the provisions of this
Article or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than the Company) shall be charged
with knowledge of the existence of any Senior Indebtedness or of any event which would prohibit the making of any payment of moneys
to or by the Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent shall have received (in the case of
the Trustee, at its Corporate Trust Office) written notice thereof from the Company or from the holder of any Senior Indebtedness
or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness
or of the authority of such trustee; provided, however, that if at least three Business Days prior to the date upon
which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of either
the principal (or premium, if any) or interest, if any, on any Subordinated Security) the Trustee shall not have received with
respect to such moneys the notice provided for in this Section 15.06, then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be received by it within three Business Days prior
to such date. 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 Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by
a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article Fifteen, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, 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 Fifteen
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 15.07.        
Trustee as Holder of Senior Indebtedness.


 


The Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article Fifteen in respect of any Senior Indebtedness at any time held by
it to the same extent as any other holder of Senior Indebtedness and nothing in Section 6.13 or elsewhere in this Indenture shall
be construed to deprive the Trustee of any of its rights as such holder.


 


Nothing in this Article Fifteen shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 6.06.


 


Section 15.08.        
Modifications of Terms of Senior Indebtedness.


 


Any renewal or extension of the time
of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument
creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done
all without notice to or assent from the Holders of the Subordinated Securities or the Trustee.


 


No compromise, alteration, amendment,
modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation
under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior
Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with the provisions of
any applicable document, shall in any way alter or affect any of the provisions of this Article Fifteen or of the Subordinated
Securities relating to the subordination thereof.


 






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Section 15.09.        
Reliance on Judicial Order or Certificate of Liquidating Agent.


 


Upon any payment or distribution of assets
of the Company referred to in this Article Fifteen, the Trustee 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,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Subordinated Securities, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article Fifteen.


 


* * * * *


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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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.


 


	 	US ECOLOGY, INC.
	 	 
	 	By: ______________________
	 	        Name:
	 	        Title:
	 	 
	 	 
	 	 
	 	[                                                          ]

as Trustee
	 	 
	 	By: ______________________
	 	        Name:
	 	        Title:
	 	 


 


 


 


 


 






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EXHIBIT
A



FORM OF DEBT SECURITY


 


US ECOLOGY, INC.


 


	No.	CUSIP No.           
	 	 
	[      ] NOTES DUE [              ]
	 	 


US Ecology, Inc., a Delaware corporation,
for value received, hereby promises to pay to [               ], or its registered assigns, $ [               ], on  [               ].


 


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 duly 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 purposes.


 


IN WITNESS WHEREOF, the Company has caused
this Security to be fully executed.


 


	Dated:	US ECOLOGY, INC.
	 	 
	 	By: ______________________
	 	        Name:
	 	        Title:
	 	 


 


	TRUSTEE’S CERTIFICATE OF AUTHENTICATION	 
	 	 
	 	 
	[                   ], as Trustee, certifies that this is one of the Securities referred to in the Indenture.	 
	 	 
	By: ______________________	 
	        Authorized Signatory	 
	 	 


 






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REVERSE SIDE OF FORM OF DEBT SECURITY

US ECOLOGY, INC.


 


1.                  
Indenture.


 


This Security is one of a duly authorized
issue of debt securities of US Ecology, Inc., a Delaware corporation (such corporation, and its successors and assigns under the
Indenture, the “Company”), designated as its “[ ] Notes due [ ]” (the “Securities”),
issued under an indenture dated as of [ ] (as amended or supplemented from time to time, the “Indenture”) between
the Company and [ ], as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture),
to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, Trustee and each Holder of Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The summary of the terms of this Security contained herein does not purport to be complete and is
qualified by reference to the Indenture. All terms used in this Security which are not defined herein shall have the same meanings
assigned to them in the Indenture.


 


2.                  
Principal and Interest.


 


The Company promises to pay $[ ] to the
Holder hereof on [ ].


 


All computations of interest shall be
made on the basis of a 360-day year consisting of twelve 30-day months.


 


3.                  
Method of Payment.


 


The Company, through the Paying Agent,
shall pay interest on this Security to the registered Holder of this Security, as provided above. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States
of America that at the time of payment is legal tender for payment of all debts public and private. Principal and interest will
be payable at the office of the Paying Agent but, at the option of the Company, interest may be paid by check mailed to the registered
Holders at their registered addresses.


 


4.                  
Transfer Agent, Paying Agent and Registrar.


 


Initially, [ ] will act as Transfer Agent,
Paying Agent and Registrar under the Indenture. The Company may, upon written notice to the Paying Agent and Trustee, appoint and
change any Transfer Agent, Paying Agent or Registrar. The Company or any of its subsidiaries may act as Transfer Agent, Paying
Agent or Registrar.


 


5.                  
Redemption.


 


[Describe redemption mechanics, if any.]


 


6.                  
Transfer and Exchange.


 


A Holder may transfer a Security upon
the surrender of such Security for registration of transfer. No such transfer shall be effected until, and such transferee shall
succeed to the rights of a Holder only upon, final acceptance and registration of this transfer in the Security Register by the
Registrar. When Securities are presented to the Registrar with a request to register the transfer of, or to exchange, such Securities,
the Registrar shall register the transfer or make such exchange as requested if its requirements for such transactions and any
applicable requirements hereunder are satisfied.


 


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 of Securities.


 






    	 	A-2	 



     

    

 


7.                  
Denominations.


 


The Securities are issuable in registered
form in denominations of $1,000 and integral multiples thereof.


 


8.                  
Unclaimed Money.


 


If money for the payment of principal
or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only
to the Company and not to the Trustee for payment unless such abandoned property law designates another Person.


 


9.                  
Discharge and Defeasance.


 


Subject to certain conditions, the Company
at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company irrevocably deposits
with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption
or maturity, as the case may be.


 


10.               
Amendment, Waiver.


 


Subject to certain exceptions set forth
in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority
in aggregate principal amount of the Outstanding Securities and (ii) any past Default and its consequences may be waived with the
written consent of the Holders of at least a majority in principal amount of the Outstanding Securities except a default (1) in
the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or any related coupons,
or (2) in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. Subject to certain exceptions set forth in the Indenture, without the consent
of any Holder of Securities, the Company and the Trustee may amend the Indenture or the Securities (i) to evidence the succession
of another Person to the Company and the assumption by such successor of the covenants of the company under the Indenture and contained
in the Securities; (ii) to add additional covenants of the Company for the benefit of the Holders or to surrender rights and powers
conferred on the Company; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Securities in addition
to or in place of Certificated Securities; (v) to change or eliminate any of the provisions of the Indenture; provided that
any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to
the execution of the amended indenture which is entitled to the benefit of such provision; (vi) to secure the Securities; (vii)
to establish the form or terms of Securities of any series and any related coupons; (viii) to evidence and provide for the acceptance
of appointment under the Indenture of a successor Trustee; (ix) to cure any ambiguity in the Indenture, to correct or supplement
any provision in the Indenture which may be inconsistent with any other provision therein or to add any other provisions with respect
to matters or questions arising under the Indenture, provided that such actions shall not adversely affect the interests of the
Holders in any material respect; or (x) to supplement any of the provisions of the Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of any series of Securities, provided that such actions shall not adversely
affect the interests of the Holder in any material respect.


 


11.               
Defaults and Remedies.


 


If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities, subject to certain limitations,
may declare all the Securities to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default
and shall result in the Securities being immediately due and payable upon the occurrence of such Events of Default without any
further act of the Trustee or any Holder.


 


Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities
unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount
of the Outstanding Securities may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of
a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind any
declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all Events
of Default have been cured or waived except nonpayment of principal and interest that has become due solely because of the acceleration.


 






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12.               
Individual Rights of Trustee.


 


Subject to certain limitations imposed
by the Trust Indenture Act, the Trustee or any Paying Agent or Registrar, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if
it were not Trustee, Paying Agent or Registrar, as the case may be, under the Indenture.


 


13.               
No Recourse Against Certain Others.


 


No director, officer, employee, incorporator
or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of its
status as a director, officer, employee, incorporator or stockholder of the Company. By accepting a Security, each Holder waives
and releases all such liability (but only such liability) as part of the consideration for issuance of such Security to such Holder.


 


14.               
Governing Law.


 


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


 


The Company will furnish to any Holder
of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.
Requests may be made to:


 


US Ecology, Inc.


251 E. Front St.


Suite 400


Boise, ID 83702


Attention: Corporate Secretary


 






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ASSIGNMENT


 


(To be executed by the registered Holder

if such Holder desires to transfer this Security)


 





	FOR VALUE RECEIVED 	hereby sells, assigns
and transfers unto



 


PLEASE INSERT SOCIAL SECURITY OR OTHER TAX IDENTIFYING NUMBER
OF TRANSFEREE


 


 


 


 


(Please print name and address of transferee)


 


this Security, together with all right, title and interest
herein, and does hereby irrevocably constitute and appoint Attorney to transfer this Security on the Security Register, with full
power of substitution.


 


	Dated:	 
	 	 
	
        Signature of Holder
	
        Signature Guaranteed:

	 	 
	 	Commercial Bank or Trust Company
	 	Or Member Firm of the New York
	 	Stock Exchange, Inc.
	 	 


NOTICE: The signature to the foregoing Assignment must correspond
to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever.


 


SIGNATURE GUARANTEE


 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.


 






    	 	A-5