EXHIBIT 4.10


 


 


 


PACIFIC ETHANOL, INC.


 


AND


 


[TRUSTEE]


 


Trustee


 


________________________


 


INDENTURE


 


DATED AS OF , 20


 


________________________


 


SUBORDINATED DEBT SECURITIES


 


 




    	 



    	 



    

PACIFIC ETHANOL, INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,

AND INDENTURE, DATED AS OF , 20 


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	Section 310(a)(1)	 	6.9
	(a)(2)	 	6.9
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	6.9
	(b)	 	6.8
	Section 311	 	6.13
	Section 312(a)	 	7.1, 7.2(a)
	(b)	 	7.2(b)
	(c)	 	7.2(c)
	Section 313(a)	 	7.3
	(b)	 	*
	(c)	 	*
	(d)	 	7.3
	Section 314(a)	 	7.4
	(a)(4)	 	10.5
	(b)	 	Not Applicable
	(c)(1)	 	1.3
	(c)(2)	 	1.3
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.3
	Section 315(a)	 	6.1(a)
	(b)	 	6.2
	(c)	 	6.1(b)
	(d)	 	6.1(c)
	(d)(1)	 	6.1(a)(1)
	(d)(2)	 	6.1(c)(2)
	(d)(3)	 	6.1(c)(3)
	(e)	 	5.14
	Section 316(a)	 	1.1, 1.2
	(a)(1)(A)	 	5.2, 5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	Not Applicable
	(b)	 	5.8
	(c)	 	1.5(f)
	Section 317(a)(1)	 	5.3
	(a)(2)	 	5.4
	(b)	 	10.3
	Section 318(a)	 	1.8


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






* Deemed included pursuant to Section 318(c) of
the Trust Indenture Act


 




    	 



    	 



    

TABLE OF CONTENTS


 


	 	 	Page

                                                                                 

	ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	1.1	Definitions	1
	1.2	Incorporation by Reference of Trust Indenture Act	8
	1.3	Compliance Certificates and Opinions	9
	1.4	Form of Documents Delivered to Trustee	9
	1.5	Acts of Holders; Record Dates	10
	1.6	Notices, Etc., to Trustee and Company	11
	1.7	Notice to Holders; Waiver	12
	1.8	Conflict with Trust Indenture Act	12
	1.9	Effect of Headings and Table of Contents	12
	1.10	Successors and Assigns	12
	1.11	Separability Clause	12
	1.12	Benefits of Indenture	12
	1.13	Governing Law	12
	1.14	Legal Holidays	13
	1.15	Securities in a Composite Currency, Currency Unit or Foreign Currency	13
	1.16	Payment in Required Currency; Judgment Currency	14
	1.17	Language of Notices, Etc	14
	1.18	Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual Liability	14
	ARTICLE TWO	SECURITY FORMS	14
	2.1	Forms Generally	14
	2.2	Form of Face of Security	15
	2.3	Form of Reverse of Security	17
	2.4	Global Securities	21
	2.5	Form of Trustee’s Certificate of Authentication	22
	ARTICLE THREE	THE SECURITIES	23
	3.1	Amount Unlimited; Issuable in Series	23
	3.2	Denominations	25
	3.3	Execution, Authentication, Delivery and Dating	25
	3.4	Temporary Securities	27
	3.5	Registration, Registration of Transfer and Exchange	28
	3.6	Mutilated, Destroyed, Lost and Stolen Securities	30
	3.7	Payment of Interest; Interest Rights Preserved	31
	3.8	Persons Deemed Owners	32
	3.9	Cancellation	32
	3.10	Computation of Interest	32
	3.11	CUSIP or CINS Numbers	32


 




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	 	 	Page

                                                                                


	ARTICLE FOUR	SATISFACTION AND DISCHARGE	33
	4.1	Satisfaction and Discharge of Indenture	33
	4.2	Application of Trust Money	34
	ARTICLE FIVE	REMEDIES	34
	5.1	Events of Default	34
	5.2	Acceleration of Maturity; Rescission and Annulment	35
	5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	36
	5.4	Trustee May File Proofs of Claim	37
	5.5	Trustee May Enforce Claims Without Possession of Securities	38
	5.6	Application of Money Collected	38
	5.7	Limitation on Suits	38
	5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	39
	5.9	Restoration of Rights and Remedies	39
	5.10	Rights and Remedies Cumulative	39
	5.11	Delay or Omission Not Waiver	39
	5.12	Control by Holders	39
	5.13	Waiver of Past Defaults	40
	5.14	Undertaking for Costs	40
	5.15	Waiver of Stay or Extension Laws	40
	ARTICLE SIX	THE TRUSTEE	41
	6.1	Certain Duties and Responsibilities	41
	6.2	Notice of Defaults	42
	6.3	Certain Rights of Trustee	42
	6.4	Not Responsible for Recitals or Issuance of Securities	43
	6.5	May Hold Securities	43
	6.6	Money Held in Trust	44
	6.7	Compensation and Reimbursement	44
	6.8	Disqualification; Conflicting Interests	44
	6.9	Corporate Trustee Required; Eligibility	45
	6.10	Resignation and Removal; Appointment of Successor	45
	6.11	Acceptance of Appointment by Successor	46
	6.12	Merger, Conversion, Consolidation or Succession to Business	47
	6.13	Preferential Collection of Claims Against Company	48
	6.14	Appointment of Authenticating Agent	48
	ARTICLE SEVEN	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	50
	7.1	Company to Furnish Trustee Names and Addresses of Holders	50
	7.2	Preservation of Information; Communications to Holders	50
	7.3	Reports by Trustee	51
	7.4	Reports by Company	51


 




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	 	 	Page

                                                                                 

	ARTICLE EIGHT	CONSOLIDATION, AMALGAMATION, MERGER AND SALE	52
	8.1	Company May Consolidate, Etc., Only on Certain Terms	52
	8.2	Successor Substituted	52
	ARTICLE NINE	AMENDMENT, SUPPLEMENT AND WAIVER	53
	9.1	Without Consent of Holders	53
	9.2	With Consent of Holders	55
	9.3	Execution of Supplemental Indentures	56
	9.4	Effect of Supplemental Indentures	56
	9.5	Conformity with Trust Indenture Act	57
	9.6	Reference in Securities to Supplemental Indentures	57
	ARTICLE TEN	COVENANTS	57
	10.1	Payment of Principal, Premium and Interest	57
	10.2	Maintenance of Office or Agency	57
	10.3	Money for Securities Payments to be Held in Trust	58
	10.4	Existence	59
	10.5	Statement by Officers as to Default	59
	10.6	Additional Amounts	59
	ARTICLE ELEVEN	REDEMPTION OF SECURITIES	60
	11.1	Applicability of Article	60
	11.2	Election to Redeem; Notice to Trustee	60
	11.3	Selection by Trustee of Securities to be Redeemed	60
	11.4	Notice of Redemption	61
	11.5	Deposit of Redemption Price	61
	11.6	Securities Payable on Redemption Date	61
	11.7	Securities Redeemed in Part	62
	ARTICLE TWELVE	SINKING FUNDS	62
	12.1	Applicability of Article	62
	12.2	Satisfaction of Sinking Fund Payments with Securities	62
	12.3	Redemption of Securities for Sinking Fund	63
	ARTICLE THIRTEEN	DEFEASANCE	63
	13.1	Option to Effect Legal Defeasance or Covenant Defeasance	63
	13.2	Legal Defeasance and Discharge	63
	13.3	Covenant Defeasance	64
	13.4	Conditions to Legal or Covenant Defeasance	64
	13.5	Deposited Money and U.S. Government Obligations to be Held in Trust, Other Miscellaneous Provisions	66
	13.6	Repayment	66
	13.7	Reinstatement	66


 




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	 	 	Page

                                                                                 

	ARTICLE FOURTEEN	SUBORDINATION OF SECURITIES	67
	14.1	Securities Subordinated to Senior Debt	67
	14.2	No Payment on Securities in Certain Circumstances	67
	14.3	Payment over Proceeds upon Dissolution, Etc	68
	14.4	Subrogation	70
	14.5	Obligations of Company Unconditional	70
	14.6	Notice to Trustee	71
	14.7	Reliance on Judicial Order or Certificate of Liquidating Agent	72
	14.8	Trustee’s Relation to Senior Debt	72
	14.9	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt	72
	14.10	Holders Authorize Trustee to Effectuate Subordination of Securities	72
	14.11	Not to Prevent Events of Default	73
	14.12	Trustee’s Compensation Not Prejudiced	73
	14.13	No Waiver of Subordination Provisions	73
	14.14	Payments May Be Paid Prior to Dissolution	73
	14.15	Trust Moneys Not Subordinated	73


 


 


 




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INDENTURE


INDENTURE, dated
as of , 20 , between PACIFIC ETHANOL, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein
called the “Company”) and [TRUSTEE], a banking corporation organized under the laws of the United States, as
trustee (the “Trustee”).


RECITALS


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


WHEREAS, all things
necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done; and


WHEREAS, this Indenture
is subject to the provisions of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable,
shall be governed by such provisions.


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


ARTICLE
One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


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


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


(b)               all terms used in this Indenture that are defined in the Trust Indenture Act, defined by a Trust Indenture Act reference
to another statute or defined by an SEC rule under the Trust Indenture Act have the meanings so assigned to them;


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


(d)               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;


(e)               the words “Article” and “Section” refer to an Article and Section, respectively, of
this Indenture; and


(f)                the word “includes” and its derivatives means “includes, but is not limited to” and
corresponding derivative definitions.


 




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


“Act,”
when used with respect to any Holder, has the meaning specified in Section 1.5.


“Additional
Defeasible Provision” means a covenant or other provision contained that is (a) made part of this Indenture pursuant
to a supplemental indenture hereto, a Board Resolution or an Officer’s Certificate delivered pursuant to Section 3.1,
and (b) pursuant to the terms set forth in such supplemental indenture, Board Resolution or Officer’s Certificate, made subject
to the provisions of Article Thirteen.


“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 purposes of this definition, “control,” as used with respect
to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with”
have correlative meanings.


“Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.


“Banking
Day” means, in respect of any city, any date on which commercial banks are open for business in that city.


“Bankruptcy
Law” means any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law.


“Board
of Directors” means the board of directors of the Company or any duly authorized committee of that board to which the
powers of that board have been lawfully delegated.


“Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company, the principal
financial officer of the Company, any other authorized officer of the Company, or a person duly authorized by any of them, in each
case as applicable, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. Where any provision of this Indenture refers to action to be taken pursuant to a Board
Resolution (including the establishment of any series of the Securities and the forms and terms thereof), such action may be taken
by any committee, officer or employee of the Company authorized to take such action by the Board of Directors as evidenced by a
Board Resolution.


“Business
Day,” when used with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated
by Section 3.1 with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment or other location are authorized or obligated by law, executive
order or regulation to close.


 




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“CINS”
means the CUSIP International Numbering System.


“Code”
means the United States Internal Revenue Code of 1986, as amended.


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


“Company
Request” or “Company Order” means, in the case of the Company, a written request or order signed in
the name of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its Chief Operating
Officer, its President, any of its Vice Presidents or any other duly authorized officer of the Company or any person duly authorized
by any of them, and delivered to the Trustee.


“Corporate
Trust Office” means the office of the Trustee at its address specified in Section 1.6 or such other address
as to which the Trustee may give notice to the Company.


“corporation”
includes corporations, companies, associations, partnerships, limited partnerships, limited liability companies, joint-stock companies
and trusts.


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


“CUSIP”
means the Committee on Uniform Securities Identification Procedures.


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


“Debt”
means any obligation created or assumed by any Person for the repayment of money borrowed and any purchase money obligation created
or assumed by such Person and any guarantee of the foregoing.


“Default”
means, with respect to a series of Securities, any event that is, or after notice or lapse of time or both would be, an Event of
Default.


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


“Definitive
Security” means a security other than a Global Security or a temporary Security.


“Depositary”
means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities,
a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated
by Section 3.1, until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter shall mean or include each Person which is a Depositary hereunder, and if at any time there is more than one such
Person, shall be a collective reference to such Persons.


 




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“Designated
Senior Debt” shall have the meaning given to such term in any Board Resolution or indenture supplemental hereto.


“Dollar”
or “$” means the coin or currency of the United States of America, which at the time of payment is legal tender
for the payment of public and private debts.


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


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


“Foreign
Currency” means a currency used by the government of a country other than the United States of America.


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


“Global
Security” means a Security in global form that evidences all or part of a series of Securities and is authenticated and
delivered to, and registered in the name of, the Depositary for the Securities of such series or its nominee.


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


“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, including, for all purposes of this instrument,
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” also shall include the terms of particular
series of Securities established as contemplated by Section 3.1.


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


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


“Judgment
Currency” has the meaning specified in Section 1.16.


“Legal
Defeasance” has the meaning specified in Section 13.2.


“mandatory
sinking fund payment” has the meaning specified in Section 12.1.


 




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


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


“Officer’s
Certificate” means, in the case of the Company, a certificate signed by the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Vice President or any other duly authorized
officer of the Company, or a person duly authorized by any of them, and delivered to the Trustee.


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


“optional
sinking fund payment” has the meaning specified in Section 12.1.


“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 5.2.


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


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


(b)Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided, however, 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;


(c)Securities
which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and


(d)Securities,
except to the extent provided in Section 13.2 and Section 13.3, with respect to which the Company has effected
Legal Defeasance or Covenant Defeasance as provided in Article Thirteen, which Legal Defeasance or Covenant Defeasance then continues
in effect;


 




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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, (i) the principal amount of an Original Issue Discount Security
that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date
of such determination upon acceleration of the Maturity thereof on such date pursuant to Section 5.2, (ii) the principal
amount of a Security denominated in one or more currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent
of such currencies or currency units, determined in the manner provided as contemplated by Section 3.1 on the date
of original issuance of such Security or by Section 1.15, if not otherwise so provided pursuant to Section 3.1,
of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent (as so determined)
on the date of original issuance of such Security of the amount determined as provided in clause (i) above) of such Security, and
(iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned as described in clause (iii) of the immediately preceding sentence
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee
the pledgee’s right to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


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


“Periodic
Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the
Stated Maturity or Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 3.1 with respect thereto, are to be determined
by the Company upon the issuance of such Securities.


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


“Place
of Payment,” when used with respect to the Securities of any series, means, unless otherwise specifically provided for
with respect to such series as contemplated by Section 3.1, the office or agency of the Company in the City of New
York and such other place or places where, subject to the provisions of Section 10.2, the principal of and any premium
and interest on the Securities of that series are payable as contemplated by Section 3.1.


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


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




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


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


“Required
Currency” has the meaning specified in Section 1.16.


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


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


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


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


“Senior
Debt” means (a) all Debt of the Company, whether currently outstanding or hereafter issued, unless, by the terms of the
instrument creating or evidencing such Debt, it is provided that such Debt is not superior in right of payment to the Securities,
and (b) any modifications, refunding, deferrals, renewals or extensions of any such Debt or securities, notes or other evidence
of Debt issued in exchange for such Debt; provided that in no event shall “Senior Debt” include (i) Debt of
the Company owed or owing to any Subsidiary of the Company or any officer, director or employee of the Company or any Subsidiary
of the Company, (ii) Debt to trade creditors or (iii) any liability for taxes owned or owing by the Company.


“Significant
Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.


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


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


 




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“Subsidiary”
means (a) a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company
or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (b) any partnership or similar business
organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned. For
the purposes of this definition, “voting stock” means capital stock or equity interests which ordinarily have
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.


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


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument
was executed, except as provided in Section 9.5; provided, however, that if the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.


“U.S. Person”
shall have the meaning assigned to such term in Section 7701(a)(30) of the Code.


“U.S. Government
Obligations” means securities which are (a) direct obligations of the United States for the payment of which its full
faith and credit is pledged, or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States,
each of which are not callable or redeemable at the option of the issuer thereof.


“Vice President,”
when used with respect to the Company or the Trustee, means any vice president, regardless of whether designated by a number or
a word or words added before or after the title “vice president.”


1.2           Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms used in this Indenture
have the following meanings:


“commission”
means the SEC.


“indenture
securities” means the Securities.


“indenture
security holder” means a Holder.


“indenture
to be qualified” means this Indenture.


“indenture
trustee” or “institutional trustee” means the Trustee.


“obligor”
on the indenture securities means the Company or any other obligor on the indenture securities.


 




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All terms used in
this Indenture that are defined by the Trust Indenture Act, defined by a Trust Indenture Act reference to another statute or defined
by an SEC rule under the Trust Indenture Act have the meanings so assigned to them.


1.3           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 Officer’s 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 except as
required under Section 314(c) of the Trust Indenture Act.


Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in Section 10.5) shall include:


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


(b)               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;


(c)               a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether such covenant or condition has been complied with; and


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


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


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


 




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


1.5           Acts
of Holders; Record Dates.


(a)               Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed (either physically
or by means of a facsimile or an electronic transmission, provided that such electronic transmission is transmitted through the
facilities of a Depositary) by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section.


(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 the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


(c)               The
ownership, principal amount and serial numbers of Securities held by any Person, and the date of commencement of such Person’s
holding of same, shall be proved by the Security Register.


(d)               Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, regardless of whether notation of such action is made upon such Security.


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


 




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(f)                The Company may set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other Act provided or
permitted by this Indenture to be given or taken by Holders of Securities of such series, but the Company shall have no obligation
to do so. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant
series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant
action, regardless of whether such Holders remain Holders after such record date.


1.6          Notices,
Etc., to Trustee and Company.


(a)               Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in Person
or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing
next day delivery, to the others’ address:


If to the Company:



Pacific Ethanol, Inc.

400 Capitol Mall, Suite 2060

Sacramento, CA 95035

Facsimile: (916) 446-3937

Attention: General Counsel



If to the Trustee:



[TRUSTEE], as Trustee

___________________________

___________________________

___________________________

Facsimile: _________________


(b)               The
Company or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


(c)               All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.


 




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1.7           Notice
to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each 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 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. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, regardless of whether such Holder actually receives such notice.


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


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


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


1.9           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.


1.10         Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind their respective
successors and assigns, whether so expressed or not.


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


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


1.13         Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.


 




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1.14         Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series that specifically states that such provision shall apply in lieu of this
Section 1.14)) payment of interest or principal and any premium need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


1.15         Securities in a Composite Currency, Currency Unit or Foreign Currency. Unless otherwise specified in an Officer’s
Certificate delivered pursuant to Section 3.1 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal
amount of Securities of all series or all series affected by a particular action at the time Outstanding and, at such time, there
are Outstanding Securities of any series which are denominated in a coin, currency or currencies other than Dollars (including,
but not limited to, any composite currency, currency units or Foreign Currency), then the principal amount of Securities of such
series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount of Dollars that could
be obtained for such amount at the Market Exchange Rate. For purposes of this Section 1.15, the term “Market
Exchange Rate” shall mean the noon Dollar buying rate in The City of New York for cable transfers of such currency or
currencies as published by the Federal Reserve Bank of New York, as of the most recent available date. If such Market Exchange
Rate is not so available for any reason with respect to such currency, the Trustee 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
or rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question,
which for purposes of euros shall be Brussels, Belgium, or such other quotations or rates of exchange as the Trustee shall deem
appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities
of a series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant
to the terms of this Indenture.


All decisions and
determinations of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by
law for all purposes and irrevocably binding upon the Issuer and all Holders.


 




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1.16         
Payment in Required Currency; Judgment Currency. The Company agrees, to the fullest extent that it may effectively
do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due
in respect of the principal of or interest on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a Banking
Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Banking
Day next preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment
(regardless of whether entered in accordance with subclause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action
for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the
full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for
any other sum due under this Indenture.


1.17         
Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act 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.


1.18         
Incorporators, Shareholders, Officers and Directors of the Company Exempt from Individual Liability. No recourse
under or upon any obligation, covenant or agreement of or contained in this Indenture or of or contained in any Security or for
any claim based thereon or otherwise in respect thereof, or in any Security or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, member, officer, manager or director, as such, past, present or future,
of the Company or any successor Person, either directly or through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood
that all such liability is hereby expressly waived and released as a condition of, and as a part of the consideration for, the
execution of this Indenture and the issue of the Securities.


ARTICLE
Two

SECURITY FORMS


2.1             
Forms Generally. The Securities of each series shall be in substantially the form set forth in this Article Two,
or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing such Securities as evidenced by their execution thereof.


 




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The definitive Securities
shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by
an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities.


The forms of Global
Securities of any series shall have such provisions and legends as are customary for Securities of such series in global form,
including without limitation any legend required by the Depositary for the Securities of such series.


2.2             
Form of Face of Security. [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF
SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS _______________,
THE ISSUE DATE IS _______________, 20__ [AND] [_____,] THE YIELD TO MATURITY IS _______________ [_____,] [AND
THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS _______________ AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR
IS _______________]]


[Insert any other legend required
by the Code or the regulations thereunder.]


[If a Global Security,—insert
legend required by Section 2.4 of the Indenture] [If applicable, insert —UNLESS THIS SECURITY IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]


 


 




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PACIFIC ETHANOL, INC.


[TITLE OF SECURITY]


 


	No _______________	 	U.S. $__________


[CUSIP No. ________]


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


[If the Security is not to bear interest
prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for.
Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided
for, and such interest shall also be payable on demand.]


[If a Global Security, insert—Payment
of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made
by transfer of immediately available funds to a bank account in _______________ designated by the Holder in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts [state other
currency].]


 




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[If a Definitive Security, insert—Payment
of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made
at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts] [state other currency] [or
subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the Indenture) to rescind
the designation of any such Paying Agent, at the [main] offices of _______________ in _______________, or at such other offices
or agencies as the Company may designate, by [United States Dollar] [state other currency] check drawn on, or transfer
to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable
Paying Agency has received proper transfer instructions in writing at least _____ days prior to the payment date)] [if applicable,
insert—; provided, however, that payment of interest may be made at the option of the Company by [United States
Dollar] [state other currency] check mailed to the addresses of the Persons entitled thereto as such addresses shall
appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained
by the payee with a bank in The City of New York [state other Place of Payment] (so long as the applicable Paying Agent
has received proper transfer instructions in writing by the record date prior to the applicable Interest Payment Date)].]


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


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


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





	Dated: ____________________	PACIFIC ETHANOL, INC.
	 	 
	 	 
	 	By: _____________________________________






2.3             
Form of Reverse of Security. This Security is one of a duly authorized issue of subordinated securities of the Company
(herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as
of _______________, 20__ (herein called the “Indenture”), between the Company and [TRUSTEE] (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement, of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds,
if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted.
This Security is one of the series designated on the face hereof [, limited in aggregate principal amount to $_______________].


This security is
the general, unsecured, subordinated obligation of the Company.


 




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


 


	Year	Redemption Price	Year	Redemption Price
	 	 	 	 
	 	 	 	 


 


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


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


 


	Year	Redemption
    Price for 

    Redemption Through 

    Operation of the Sinking Fund	Redemption
    Price for 

    Redemption Otherwise Than Through Operation of the Sinking Fund
	 	 	 
	 	 	 


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


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




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


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


[If applicable, insert—The
Securities of this series are not redeemable prior to Stated Maturity.]


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


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


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
regardless of whether notation of such consent or waiver is made upon this Security.


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


 




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[If a Global Security, insert—This
Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances
provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical
delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose
under the Indenture.]


[If a Definitive Security, insert—As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in [If
applicable, insert—any place where the principal of and any premium and interest on this Security are payable] [If
applicable, insert—The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of
the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices
of _______________ in _______________ or at such other offices or agencies as the Company may designate]], duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.]


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


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


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether this Security be overdue,
and none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


This Security is
subordinated in right of payment to Senior Debt, to the extent and in the manner provided in the Indenture.


No recourse under
or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, or for any claim
based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, member, officer, manager or director, as such, past, present or future, of
the Company or of any successor Person, either directly or through the Company or any successor Person, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood
that all such liability is hereby expressly waived and released by the acceptance hereof and as a condition of, and as part of
the consideration for, the Securities and the execution of the Indenture.


 




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The Indenture provides
that the Company (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations
described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company
deposits, in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment
of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all
the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required
by law.


Except as otherwise
defined herein, all terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


[If a Definitive Security, insert
as a separate page—


FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto


 


(Please Print or Typewrite Name and Address
of Assignee)


the within instrument of PACIFIC
ETHANOL, INC. and does hereby irrevocably constitute and appoint _______________ Attorney to transfer said instrument on the books
of the within-named Company, with full power of substitution in the premises.


 


	Please Insert Social Security or Other Identifying Number of Assignee:	 
	 	 


 


	Dated:___________________	 	 	 
	 	 	(Signature)	 


NOTICE: The signature to this assignment
must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement
or any change whatever.]


2.4             
Global Securities. Every Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form:


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


EVERY SECURITY AUTHENTICATED AND
DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.


 




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If Securities of
a series are issuable in whole or in part in the form of one or more Global Securities, as specified as contemplated by Section 3.1,
then, notwithstanding clause (i) of Section 3.1 and the provisions of Section 3.2, any Global 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 from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any endorsement
of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby
shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in a Company
Order. Subject to the provisions of Section 3.3, Section 3.4 and Section 3.5, the Trustee shall
deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein
or in the applicable Company Order. Any instructions by the Company with respect to endorsement or delivery or redelivery of a
Global Security shall be in a Company Order (which need not comply with Section 1.3 and need not be accompanied by
an Opinion of Counsel).


The provisions of
the last sentence of Section 3.3 shall apply to any Security represented by a Global Security if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with a Company Order
(which need not comply with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to the reduction
or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 3.3.


2.5             
Form of Trustee’s Certificate of Authentication. The Trustee’s certificate(s) of authentication shall
be in substantially the following form:


This is one of the
Securities of the series designated [insert title of applicable series] referred to in the within-mentioned Indenture.


as Trustee





By:                                                                        


Authorized Officer


 




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ARTICLE
Three

THE SECURITIES


3.1           Amount
Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.


The Securities may
be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth, or determined
in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,


(a)                the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities
and which may be part of a series of Securities previously issued);


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


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


(d)                the date or dates on which the principal of the Securities of the series is payable or the method of determination thereof;


(e)                the rate or rates at which the Securities of the series shall bear interest, if any, or the formula, method or provision
pursuant to which such rate or rates are determined, the date or dates from which such interest shall accrue or the method of determination
thereof, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable
on any Interest Payment Date;


(f)                 the
place or places where, subject to the provisions of Section 10.2, the principal of and any premium and interest on
Securities of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities
of the series may be surrendered for exchange and notices, and demands to or upon the Company in respect of the Securities of
the series and this Indenture may be served;


(g)                the
period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company;


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


 




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


(j)                 whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without
deduction for taxes, assessments or governmental charges paid by Holders of the series;


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


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


(m)               if
and as applicable, that the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than
those set forth in Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged
for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and
in which any such transfer may be registered;


(n)               any
deletions from, modifications of or additions to the Events of Default set forth in Section 5.1 or the covenants of
the Company set forth in Article Ten with respect to the Securities of such series;


(o)               whether
and under what circumstances the Company will pay additional amounts on the Securities of the series held by a Person who is not
a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem the Securities of the series rather than pay such additional amounts;


(p)                if the Securities of the 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,
the form and terms of such certificates, documents or conditions;


(q)                f
the Securities of the series are to be convertible into or exchangeable for any other security or property of the Company, including,
without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof;


(r)                 if other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance or Covenant
Defeasance as may be specified for the Securities of the series;


 




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(s)                if other than the Trustee, the identity of the initial Security Registrar and any initial Paying Agent; and


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


All Securities of
any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided,
in the Officer’s 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 increases in the aggregate principal amount of such series of Securities and issuances of additional Securities
of such series or for the establishment of additional terms with respect to the Securities of such series.


If any of the terms
of the series are established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an authorized officer or other authorized person on behalf of the Company and delivered to the Trustee at
or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for determining, the terms of
the series.


With respect to
Securities of a series subject to a Periodic Offering, such Board Resolution or Officer’s Certificate may provide general
terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the Company or one or more agents thereof designated in
an Officer’s Certificate, in accordance with a Company Order.


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


3.3           Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and
need not be attested. The signature of any of these officers on the Securities may be manual or facsimile.


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


 




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At any time and
from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed
by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to
time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series. If the forms or terms of the Securities of the series have been established in or pursuant to one or
more Board Resolutions as permitted by Section 2.1 and Section 3.1, in authenticating such Securities,
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel stating,


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


(b)              if the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering will
be, established in or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in
the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion
of Counsel; and


(c)               that such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of
the Company enforceable in accordance with their terms, subject to the following limitations: (i) bankruptcy, insolvency, moratorium,
reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting
the enforcement of creditors’ rights, or to general equity principles, (ii) the availability of equitable remedies being
subject to the discretion of the court to which application therefor is made; and (iii) such other usual and customary matters
as shall be specified in such Opinion of Counsel.


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


 




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


With respect to
Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such
Securities, on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon
the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this
Section, as applicable, in connection with the first authentication of Securities of such series.


Each Security shall
be dated the date of its authentication.


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


3.4             
Temporary Securities. Pending the preparation of Definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities in
lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities.


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


 




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3.5             
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the office or agency of
the Company in the Borough of Manhattan, the City of New York or in any other office or agency of the Company in a Place of Payment
required by Section 10.2 a register (the register maintained in such office being herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed as the initial “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein provided, and its corporate
trust office in New York City, which, at the date hereof, is located at [___________________], New York, New York [_________],
is the initial office or agency in the Borough of Manhattan where the Securities Register will be maintained. The Company may at
any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give
prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency.


Upon surrender for
registration of transfer of any Security of any series at the office or agency maintained pursuant to Section 10.2
for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of the same series and tenor, of any authorized denominations and of a like aggregate
principal amount.


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


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


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


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


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


 




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Notwithstanding
any other provisions of this Indenture and except as otherwise specified with respect to any particular series of Securities as
contemplated by Section 3.1, a Global Security representing all or a portion of the Securities of a series may not
be transferred, except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for
such series or a nominee of such successor Depositary. Every Security authenticated and delivered upon registration of, transfer
of, or in exchange for or in lieu of, a Global Security shall be a Global Security except as provided in the two paragraphs immediately
following.


If at any time the
Depositary for any Securities of a series represented by one or more Global Securities notifies the Company that it is unwilling
or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be
eligible to continue as Depositary under Section 3.1 or ceases to be a clearing agency registered under the Exchange
Act, the Company shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities
is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company’s election pursuant to Section 3.1 that such Securities be represented by one or more Global Securities
shall no longer be effective and the Company will execute and the Trustee, upon receipt of a Company Order for the authentication
and delivery of Definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities in exchange for such Global Security or Securities registered in the names
of such Persons as the Depositary shall direct.


The Company may
at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event, the Company will execute and the Trustee, upon
receipt of a Company Order for the authentication and delivery of the Definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities registered in the names of such Persons as the Depositary shall direct.


If specified by
the Company pursuant to Section 3.1 with respect to Securities represented by a Global Security, the Depositary for
such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series and tenor
in definitive registered form on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon, the Company
shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities in definitive
registered form, shall authenticate and deliver, without service charge,


(a)                to the Person specified by such Depositary a new Security or Securities of the same series and tenor, of any authorized
denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and


 




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(b)                to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount
of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause
(a) above.


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


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


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


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


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


3.6           Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, together with, in proper cases,
such security or indemnity as may be required by the Company or the Trustee to save each of them and any agent of any 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 of like tenor and principal amount and bearing a number not contemporaneously outstanding.


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


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


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


 




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Every new Security
of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company regardless of whether the destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of that series duly issued hereunder.


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


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


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


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


 




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


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


3.8           Persons Deemed Owners. Except as otherwise provided as contemplated by Section 3.1 with respect to any
series of Securities, prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent
thereof may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving
payment of principal of and any premium and (subject to Section 3.5 and Section 3.7) any interest on such
Security and for all other purposes whatsoever, regardless of whether such Security be overdue, and none of the Company, the Trustee
nor any agent of any of them shall be affected by notice to the contrary.


No holder of any
beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent thereof as the owner of such
Global Security for all purposes whatsoever.


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


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


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


 




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ARTICLE
Four

SATISFACTION AND DISCHARGE


4.1           Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect and will be discharged
with respect to the Securities of any series (except as to any surviving rights of registration of transfer or exchange of Securities
and certain rights of the Trustee, in each case, herein expressly provided for), and the Trustee, upon Company Request and at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect
to such Securities, when:


(a)          either


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


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


(A)            
have become due and payable, or


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


(C)             
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 (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose
an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, together with instructions from the Company
irrevocably directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;


 




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


(c)               
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, which, taken together,
state that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect
to such Securities have been complied with.


Notwithstanding the satisfaction and
discharge of this Indenture with respect to the Securities of any series, (x) the obligations of the Company to the Trustee under
Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the right
of the Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been deposited with the Trustee
pursuant to clause (a) of this Section, the obligations of the Company and the Trustee under Section 4.2, Section 6.6
and Section 10.2 and the last paragraph of Section 10.3 shall survive.


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


ARTICLE
Five

REMEDIES


5.1          Events of Default. “Event of Default,” wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be 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):


(a)               
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance
of such default for a period of 30 days (regardless of whether such payment is prohibited by the provisions of Article Fourteen
hereof); or


(b)              
default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (regardless
of whether such payment is prohibited by the provisions of Article Fourteen hereof); or


(c)               
default in the performance, or breach, of the covenant set forth in Section 8.1; or


 




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(d)               default
in the performance, or breach, of any covenant in this Indenture (other than the covenant in Section 8.1 or any other
covenant 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 60 days after there has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


(e)               the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary
case or proceeding, (ii) consents to the entry of any decree or order for relief against it in an involuntary case or proceeding,
(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment
for the benefit of its creditors, (v) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding
against it, (vi) takes any corporate action to authorize or effect any of the foregoing, or (vii) takes any comparable action under
any foreign laws relating to insolvency; or


(f)               
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the
Company or any Significant Subsidiary in an involuntary case, (ii) appoints a Custodian of the Company or any Significant Subsidiary
for all or substantially all of its property, or (iii) orders the liquidation or winding up of the Company or any Significant Subsidiary;
and the order or decree remains unstayed and in effect for 30 consecutive days; or


(g)              
default in the deposit of any sinking fund payment when due; or


(h)              
any other Event of Default provided with respect to Securities of that series in accordance with Section 3.1.


5.2          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 in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of
the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series), together with
any accrued and unpaid interest thereon, of all of 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 Holders), and upon any such declaration such principal amount (or specified
amount), together with any accrued and unpaid interest thereon, shall become immediately due and payable. Notwithstanding the
foregoing, if an Event of Default specified in clause (e) or (f) of Section 5.1 occurs, the Securities of any series
at the time Outstanding shall be due and payable immediately without further action or notice.


 




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


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


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


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


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


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


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


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


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


(a)          default
is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days (regardless of whether such payment is prohibited by the provisions of Article Fourteen hereof),
or


(b)          default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (regardless of whether
such payment is prohibited by the provisions of Article Fourteen hereof),


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


 




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If the Company fails
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company or any other obligor upon such Securities 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, wherever
situated.


If an Event of Default
with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series 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.


5.4           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,
their property or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


(a)               
to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect
of the Securities and to file such other papers or documents as may be necessary 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


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


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, if the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 6.7.


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


 




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


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


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


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


THIRD: The balance,
if any, to the Company.


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


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


(b)              
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;


(c)               
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;


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


(e)               
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;







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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.


5.8           Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Section 3.5 and Section 3.7) interest on such Security on
the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


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


5.10        
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


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


5.12         Control by Holders. The Holders of not less than 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,
however, that:


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


 




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


(c)               
subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction
if the Trustee in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability.


5.13        Waiver of Past Defaults. By written notice to the Company and the Trustee, the Holders of not less than a majority
in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series
waive any past default hereunder with respect to such series and its consequences, except:


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


(b)              
a default 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 impair any right consequent thereon.


5.14        Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant, other than the Trustee, in such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14
shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).


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


 




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ARTICLE
Six

THE TRUSTEE


6.1          Certain Duties and Responsibilities.


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


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


(ii)             in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether they conform to the requirements
of this Indenture.


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


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


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


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


(iii)            the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, given pursuant
to Section 5.12, relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
series; and


(iv)            
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.


 




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(d)              
Regardless of whether therein expressly so provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.


6.2          Notice of Defaults. Within 90 days after the occurrence of any Default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear
in the Security Register, 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 any premium or interest
on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the
Trustee may withhold from Holders of Securities notice of any continuing Default or Event of Default if the Trustee in good faith
determines that the withholding of such notice is in the interest of the Holders of Securities of such series; and, provided,
further, that in the case of any Default of the character specified in Section 5.1(c) with respect to Securities
of such series, no such notice to Holders shall be given until at least 90 days after the occurrence thereof and that in the case
of any Default of the character specified in Section 5.1(d) with respect to Securities of such series, no such notice
to Holders shall be given until at least 180 days after the occurrence thereof.


6.3          Certain
Rights of Trustee. Subject to the provisions of Section 6.1:


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


(b)              
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 to the Trustee for authentication and delivery pursuant to Section 3.3,
which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced
by a Board Resolution;


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


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


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


 




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


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


(h)               the Trustee may request that the Company deliver an Officer’s 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 Officer’s Certificate
may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded;


(i)                the Trustee shall be entitled to the rights and protections afforded to the Trustee pursuant to this Article Six in acting
as a Paying Agent or Security Registrar hereunder; and


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


6.4         Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company and the Trustee or any Authenticating Agent assumes
no responsibility for their correctness. Neither the Trustee nor any Authenticating Agent makes any representations as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of Securities or the proceeds thereof.


6.5          May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b)
and 311 of the Trust Indenture Act and Section 6.8, Section 6.9 and Section 6.13, may otherwise
deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.


 




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


6.7          Compensation and Reimbursement. The Company agrees:


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


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


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


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


Without limiting
any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(e) or Section 5.1(f), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services of the Trustee are intended to constitute expenses of
administration under any applicable Bankruptcy Law.


The provisions of
this Section 6.7 shall survive the satisfaction and discharge of this Indenture and the Legal Defeasance of the Securities.


6.8          Disqualification;
Conflicting Interests. Reference is made to Section 310(b) of the Trust Indenture Act. There shall be excluded
from the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture with respect to the Securities of
more than one series.


 




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6.9          Corporate
Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and surplus required by the Trust Indenture Act, subject
to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Trustee shall not be an obligor upon the Securities or an Affiliate thereof. 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 Six.


6.10        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 6.11.


(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.
If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


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


(d)           If at any time:


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


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


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


 




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


(f)               
The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of
such series in the manner provided in Section 1.7. 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.


6.11        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
so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but,
on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 




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


(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 and the Trust Indenture Act.


6.12        Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the
Trustee, 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 shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such Securities.


 




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6.13        Preferential Collection of Claims Against Company. Reference is made to Section 311 of the Trust Indenture
Act. For purposes of Section 311(b) of the Trust Indenture Act,


(a)               
the term “cash transaction” means any transaction in which full payment for goods or securities sold
is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand;


(b)              
the term “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship
with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


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


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


 




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An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


Except with respect
to an Authenticating Agent appointed at the request of the Company, the Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled to
be reimbursed by the Company for such payments, subject to the provisions of Section 6.7.


If an appointment
with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following
form:


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


As Trustee





By:                                              

      As Authenticating Agent





By:                                             

      As Authenticating Officer





 




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ARTICLE
Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


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


(a)               
semi-annually, not more than 15 days after each Regular Record Date for a series of Securities, a list for such series of
Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such
series as of such Regular Record Date, and


(b)              
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided,
however, that if and so long as the Trustee shall be the Security Registrar, no such list need be furnished with respect
to such series of Securities.


7.2         
Preservation of Information; Communications to Holders.


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


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


(i)              afford
such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.2(a),
or


(ii)             inform
such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time
by the Trustee in accordance with Section 7.2(a), and as to the approximate cost of mailing to such Holders the form
of proxy or other communication, if any, specified in such application.


 




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If the Trustee
shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved at the time by the Trustee in accordance with Section 7.2(a)
a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender
to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such applicants and file with the SEC, together with a copy
of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary
to the best interest of the Holders or would be in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the SEC, after opportunity for a hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections,
the SEC shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter
an order so declaring, the Trustee shall mail copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.


(c)               
Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that none of the
Company nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information
as to the names and addresses of the Holders in accordance with Section 7.2(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to
a request made under Section 7.2(b).


7.3          Reports
by Trustee. Any Trustee’s report required pursuant to Section 313(a) of the Trust Indenture Act shall be
dated as of May 15, and shall be transmitted within 60 days after May 15 of each year (but in all events at intervals of not more
than 12 months), commencing with the year 20 , by mail to all Holders, as their names and addresses appear in the Security Register.
A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange
upon which any Securities are listed, with the SEC and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.


7.4          Reports
by Company. The Company shall:


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


 




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


(c)               
transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant
to clauses (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the SEC.


ARTICLE
Eight

CONSOLIDATION, AMALGAMATION, MERGER AND SALE


8.1          Company
May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate or merge with or into any other Person or
sell, convey, transfer, lease or otherwise dispose of all or substantially all of the properties and assets of the Company on
a consolidated basis to any other Person, and shall not permit any Person to consolidate or merge into the Company, unless:


(a)               
either: (i) the Company is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation,
amalgamation or merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is a corporation, limited liability company or limited partnership organized or existing
under the laws of the United States, any state of the United States or the District of Columbia;


(b)              
the Person formed by or surviving any such conversion, consolidation, amalgamation or merger (if other than the Company)
or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations
of the Company under the Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; provided
that, unless such Person is a corporation, a corporate co-issuer of the Securities will be added to this Indenture by agreements
reasonably satisfactory to the Trustee;


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


(d)              
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, amalgamation, merger, conveyance, sale, transfer or lease and such supplemental indenture, if any, comply with this
Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with.


8.2          Successor
Substituted. Upon any consolidation or merger of the Company with or into any other Person or any sale, conveyance, transfer,
lease or other disposition of all or substantially all of the properties and assets of the Company on a consolidated basis in
accordance with Section 8.1, the successor or resulting Person formed by or resulting upon such consolidation or merger
(if other than the Company) or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Company
shall be relieved of all obligations and covenants under this Indenture and the Securities.


 




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ARTICLE
Nine

AMENDMENT, SUPPLEMENT AND WAIVER


9.1          Without
Consent of Holders. The Company and the Trustee may amend or supplement this indenture or the Securities without the consent
of any holder of a Security:


(a)               to cure any ambiguity or to correct or supplement any provision herein that may be inconsistent with any other provision
herein in a manner that does not adversely affect the rights of any Holder of Securities in any material respect; or


(b)               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, to the extent applicable, to the Securities; or


(c)               to
provide for uncertificated Securities in addition to or in place of certificated Securities; provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Code, or in the manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the Code; or


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


(e)               to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall
consider to be appropriate for the benefit of the Holders of all or any series of Securities (and if such covenants, restrictions,
conditions or provisions 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 and
to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions
or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision 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 an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal
amount of the Securities of such series to waive such an Event of Default; or


(f)                to make any change to any provision of this Indenture that does not adversely affect the rights or interests of any Holder
of Securities; or


(g)               to provide for the issuance of additional Securities in accordance with the provisions set forth in this Indenture on the
date of this Indenture; or


 




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(h)               to add any additional Defaults or Events of Default in respect of all or any series of Securities; or


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


(j)                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
that is entitled to the benefit of such provision; or


(k)               to
establish the form or terms of Securities of any series as permitted by Section 2.1 and Section 3.1, including
to reopen any series of any Securities as permitted under Section 3.1; or


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


(m)              to
conform the text of this Indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision
of a description of such debt securities appearing in a prospectus or prospectus supplement or an offering memorandum or offering
circular to the extent that such provision was intended to be a verbatim recreation of a provision of the indenture (and/or any
supplemental indenture) or any debt securities issued thereunder; or


(n)               to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to add to this
Indenture such other provisions as may be expressly required under the Trust Indenture Act.


After an amendment
under this Section 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to Holders, or any defect therein, shall not impair or affect the validity of an amendment under
this Section 9.1.


Upon the request
of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make
any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer, assignment,
mortgage, charge or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 




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9.2          
With Consent of Holders. The Company and the Trustee may amend or supplement this Indenture and the Securities with
the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Securities
affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8
and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture
or the Securities may be waived with respect to each series of Securities with the consent of the Holders of a majority in principal
amount of the Outstanding Securities of such series voting as a separate class (including consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities).


Upon the request
of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities
as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the Trustee will join
with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.


It is not be necessary
for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it is sufficient if such consent approves the substance of the proposed amendment or waiver.


After an amendment,
supplement or waiver under this Section 9.2 becomes effective, the Company will mail to the Holders of Securities affected
thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any
defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Subject to Section 5.8 and Section 5.13 hereof, the application of or compliance with, either generally
or in any particular instance, of any provision of this Indenture or the Securities may be waived as to each series of Securities
by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series. However, without the consent
of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Securities held
by a non-consenting Holder):


(a)               
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which,
any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or


 




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


(c)               
modify any of the provisions of this Section 9.2, Section 5.8, Section 5.13 or Section 10.6,
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 (c) shall
not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b)
and Section 9.1(h); or


(d)              
waive a redemption payment with respect to any Security; provided, however, that any purchase or repurchase of Securities
shall not be deemed a redemption of the Securities; or


(e)               
make any change in the foregoing amendment and waiver provisions.


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


It shall not be
necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof.


9.3           Execution
of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


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


 




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


9.6           Reference
in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article Nine 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


10.1         
Payment of Principal, Premium and Interest. The Company covenants and agrees for the benefit of each series of Securities
that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance
with the terms of the Securities and this Indenture.


10.2         
Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or Registrar or agent of the Trustee or Registrar) 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 and where notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.


The Company may
also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough
of Manhattan, The City of New York 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.


Except as otherwise
specified with respect to a series of Securities as contemplated by Section 3.1, the Company hereby initially designates
the office of the Trustee located at [_______________], New York, New York [______], as the Company’s office or agency for
each such purpose for each series of Securities.


 




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10.3         
Money for Securities Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent,
with respect to any series of Securities, it will, on or before each due date of the principal of and any premium or interest on
any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or failure so to act.


Whenever the Company
shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of and any
premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any
premium or interest so becoming due, such sum 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. For purposes of this Section 10.3, should a due date for principal of and any premium or interest on, or
sinking fund payment with respect to any series of Securities not be on a Business Day, such payment shall be due on the next Business
Day without any interest for the period from the due date until such Business Day.


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


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


(b)              
give the Trustee notice of any Default by the Company (or any other obligor upon the Securities of that series) in the making
of any payment of principal and any premium or interest on the Securities of that series; and


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


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


Subject to any applicable
escheat or abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of and any premium or interest on any Security of any series and remaining unclaimed for one year
after such principal and any premium or interest has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, 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.


 




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10.4         
Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.


10.5         
Statement by Officers as to Default. Annually, within 150 days after the close of each fiscal year beginning with
the first fiscal year during which one or more series of Securities are Outstanding, the Company will deliver to the Trustee a
brief certificate (which need not include the statements set forth in Section 1.3) 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
(without regard to any period of grace or requirement of notice provided herein) with all conditions and covenants under the Indenture
and, if the Company shall be in Default, specifying all such Defaults and the nature and status thereof of which such officer has
knowledge.


10.6         
Additional Amounts. If the Securities of a series provide for the payment of additional amounts (as provided in Section 3.1(o)),
at least 10 days prior to the first Interest Payment Date with respect to that series of Securities and at least 10 days prior
to each date of payment of principal of, premium, if any, or interest on the Securities of that series if there has been a change
with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee
and the principal Paying Agent, if other than the Trustee, an Officer’s Certificate instructing the Trustee and such Paying
Agent whether such payment of principal of, premium, if any, or interest on the Securities of that series shall be made to holders
of the Securities of that series without withholding or deduction for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officer’s
Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such holders and
shall certify the fact that additional amounts will be payable and the amounts so payable to each holder, and the Company shall
pay to the Trustee or such Paying Agent the additional amounts required to be paid by this Section. 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 Officer’s Certificate furnished pursuant to this Section 10.6.


 


Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on,
or in respect of, any Securities of any series, such mention shall be deemed to include mention of the payment of additional amounts
provided by the terms of such series established hereby or pursuant hereto 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 provision hereof shall not be construed as excluding the payment of additional amounts in those provisions
hereof where such express mention is not made.


 




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ARTICLE
Eleven

REDEMPTION OF SECURITIES


11.1         
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 3.1 for Securities of
any series) in accordance with this Article Eleven.


11.2         
Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of any series, the
Company shall, at least 15 days prior to the last date for the giving of notice of such redemption (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series
to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a)
prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture
or (b) pursuant to an election of the Company that is subject to a condition specified in the terms of the Securities of the series
to be redeemed, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction
or condition.


11.3         
Selection by Trustee of Securities to be Redeemed. If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed
shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by lot, pro rata or by another method as the Trustee shall deem fair and appropriate, including
any method required by the Depository with respect to any Global Securities (and in such manner as is not prohibited by applicable
legal requirements) and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.


The Trustee shall
promptly notify the Company 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. If the Securities of any series to be redeemed consist of Securities
having different dates on which the principal is payable or different rates of interest, or different methods by which interest
may be determined or have any other different tenor or terms, then the Company may, by written notice to the Trustee, direct that
the Securities of such series to be redeemed shall be selected from among the groups of such Securities having specified tenor
or terms and the Trustee shall thereafter select the particular Securities to be redeemed in the manner set forth in the preceding
paragraph from among the group of such Securities so specified.


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


 




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11.4         Notice
of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security
Register.


All notices of redemption
shall state:


(a)               
the Redemption Date,


(b)              
the Redemption Price, or if not then ascertainable, the manner of calculation thereof,


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


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


(e)               
the place or places where such Securities are to be surrendered for payment of the Redemption Price, and


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


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


11.5         Deposit
of Redemption Price. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount
of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.


11.6         Securities
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that unless otherwise
specified with respect to Securities of any series as contemplated in Section 3.1, installments of interest 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 3.7.


 




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


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


ARTICLE
Twelve

SINKING FUNDS


12.1         Applicability
of Article. The provisions of this Article Twelve shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 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 Securities of any
series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities
of such series.


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


 




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12.3         Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the Trustee an
Officer’s Certificate specifying the amount of the next ensuing 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 and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2 and stating the basis
for such credit and that such Securities have not been previously so credited, and will also deliver to the Trustee any Securities
to be so delivered. 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 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 11.6
and Section 11.7.


ARTICLE
Thirteen

DEFEASANCE


13.1         Option
to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officer’s Certificate, and at any time, elect to have either Section 13.2 or Section 13.3
hereof be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article Thirteen.


13.2         Legal Defeasance and Discharge. Upon the Company’s exercise under Section 13.1 hereof of the option applicable
to this Section 13.2, the Company will, subject to the satisfaction of the conditions set forth in Section 13.4
hereof, be deemed to have been discharged from their obligations with respect to all outstanding Securities on the date the
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company will be deemed to have paid and discharged the entire Debt represented by the outstanding Securities, which
will thereafter be deemed to be “outstanding” only for the purposes of Section 13.5 hereof and
the other sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations
under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged
hereunder:


(a)               
the rights of Holders of Outstanding Securities to receive payments in respect of the principal of, or interest or premium,
if any, on such Securities when such payments are due from the trust referred to in Section 13.4 hereof;


(b)              
the Company’s obligations with respect to such Securities under Section 3.4, Section 3.5,
Section 3.6, Section 10.2 and Section 10.3 hereof;


(c)               
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection
therewith; and


(d)              
this Article Thirteen.


 




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Subject to compliance
with this Article Thirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise
of its option under Section 13.3 hereof.


13.3         Covenant
Defeasance. Upon the Company’s exercise under Section 13.1 hereof of the option applicable to this Section 13.3,
the Company will, subject to the satisfaction of the conditions set forth in Section 13.4 hereof, be released from
each of their obligations under the covenants contained in Section 7.4, Section 8.1 and Section 10.4
hereof as well as any Additional Defeasible Provisions (such release and termination hereinafter referred to as “Covenant
Defeasance”), and the Securities will thereafter be deemed 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
covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Securities, the Company may omit to comply with and will have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document
and such omission to comply will not constitute a Default or an Event of Default under Section 5.1 hereof, but, except
as specified above, the remainder of this Indenture and such Securities will be unaffected thereby. In addition, upon the Company’s
exercise under Section 13.1 hereof of the option applicable to this Section 13.3 hereof, subject to the
satisfaction of the conditions set forth in Section 13.4 hereof, Section 5.1(c) and Section 5.1(d)
hereof and will not constitute Events of Default.


13.4         Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 13.2 or Section 13.3 hereof:


(a)               the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Securities, cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations,
in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent
public accountants to pay the principal of, or interest and premium, if any, on the Outstanding Securities on the stated date
for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Securities
are being defeased to such stated date for payment or to a particular redemption date;


(b)              in the case of an election under Section 13.2 hereof, the Company must deliver to the Trustee an Opinion of
Counsel confirming that:


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


(ii)               since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel will confirm that, the Holders of the Outstanding Securities will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred;


 




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(c)               in
the case of an election under Section 13.3 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming
that the Holders of the Outstanding Securities 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;


(d)               no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit);


(e)               the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Company is a party or by which the Company is bound;


(f)                such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;


(g)               the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company
with the intent of preferring the Holders of Securities over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others;


(h)               the
Company must deliver to the Trustee an Officer’s Certificate, stating that all conditions precedent set forth in clauses
(a) through (g) of this Section 13.4 have been complied with; and


(i)                 the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions,
qualifications and exclusions), stating that all conditions precedent set forth in clauses (b), (c) and (e) of this Section 13.4
have been complied with; provided that the Opinion of Counsel with respect to clause (e) of this Section 13.4 may be
to the knowledge of such counsel.


 




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13.5         
Deposited Money and U.S. Government Obligations to be Held in Trust, Other Miscellaneous Provisions. Subject to Section 13.6
hereof, all money and non-callable U.S. Government Obligation (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4
hereof in respect of the Outstanding Securities will be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required
by law.


The Company will
pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S.
Government Obligations deposited pursuant to Section 13.4 hereof 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 the Outstanding Securities.


Notwithstanding
anything in this Article Thirteen to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 13.4 hereof
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 13.4(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


13.6         
Repayment. 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, premium, if any, or interest on any Security and remaining unclaimed for two years after such principal,
premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company)
will be discharged from such trust; and the Holder of such Security will thereafter be permitted to look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, will 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 the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


13.7         
Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government
Obligations in accordance with Section 13.2 or Section 13.3 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under this Indenture and the Securities will be revived and reinstated as though no deposit had
occurred pursuant to Section 13.2 or Section 13.3 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 13.2 or Section 13.3 hereof, as the case
may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following
the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or Paying Agent.


 




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ARTICLE
Fourteen

SUBORDINATION OF SECURITIES


14.1        Securities Subordinated to Senior Debt. The Company and the Trustee each covenants and agrees, and each Holder, by
its acceptance of a Security, likewise covenants and agrees that all Securities shall be issued subject to the provisions of this
Article Fourteen; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees that the payment of the principal of, interest and premium, if any, on each and all of the Securities shall,
to the extent and in the manner set forth in this Article Fourteen, be subordinated in right of payment to the prior payment in
full, in cash or cash equivalents, of all existing and future Senior Debt.


14.2        No
Payment on Securities in Certain Circumstances.


(a)               
No direct or indirect payment by or on behalf of the Company of the principal of, interest and premium, if any, on each
and all of the Securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance
with this Indenture), whether pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the
time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Debt and such
default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior
Debt.


(b)              
During the continuance of any other event of default with respect to any Designated Senior Debt pursuant to which the maturity
thereof may be accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for the holders
of such Designated Senior Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then outstanding),
no payment of the principal of, interest or premium, if any, on each and all of the Securities (other than with the money, securities
or proceeds held under any defeasance trust established in accordance with this Indenture) may be made by or on behalf of the Company
upon or in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of receipt
of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period has been terminated by written
notice to the Trustee from such trustee of, or other representatives for, such holders or by payment in full in cash or cash equivalents
of such Designated Senior Debt or such event of default has been cured or waived). Not more than one Payment Blockage Period may
be commenced with respect to the Securities during any period of 360 consecutive days. Notwithstanding anything in this Indenture
to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No
event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event
of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new
event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated
Senior Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment
Blockage Period by the trustee or other representative for the holders of such Designated Senior Debt, whether or not within a
period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive
days.


 




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(c)               
In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment
is prohibited by clause (a) or (b) above, the Trustee shall promptly notify the holders of Senior Debt of such prohibited payment
and such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt
or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Debt
may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the
holders of Senior Debt that such prohibited payment has been made, the holders of the Senior Debt (or their representative or representatives
of a trustee) within 30 days of receipt of such notice from the Trustee notify the Trustee of the amounts then due and owing on
the Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt
and any excess above such amounts due and owing on Senior Debt shall be paid to the Company.


14.3        Payment over Proceeds upon Dissolution, Etc.


(a)               
Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property
or securities (other than with the money, securities or proceeds held under any defeasance trust established in accordance with
this Indenture), in connection with any dissolution or winding up or total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets
for the benefit of creditors, all amounts due or to become due upon all Senior Debt shall first be paid in full, in cash or cash
equivalents, before the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on behalf of) the
Company on account of the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any
distribution with respect to the Securities of any cash, property or securities. Before any payment may be made by, or on behalf
of, the Company on any Security (other than with the money, securities or proceeds held under any defeasance trust established
in accordance with this Indenture), in connection with any such dissolution, winding up, liquidation or reorganization, any payment
or distribution of assets or securities for the Company of any kind or character, whether in cash, property or securities, to which
the Holders or the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen, shall be made by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or
distribution or by the Holders or the Trustee if received by them or it, directly to the holders of Senior Debt (pro rata to such
holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee
or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear,
to the extent necessary to pay all such Senior Debt in full, in cash or cash equivalents, after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of such Senior Debt.


 




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(b)              
To the extent any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement
of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating
trustee or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated
and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent,
invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the
obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto
had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt for all purposes hereof
as if such declaration, invalidity or setting aside had not occurred.


(c)               
In the event that, notwithstanding the provision in clause (a) above prohibiting such payment or distribution, any payment
or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, shall
be received by the Trustee or any Holder at a time when such payment or distribution is prohibited by clause (a) above and before
all obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such holders) or their representatives or to any trustee
or trustees under any indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear,
for application to the payment of all such Senior Debt remaining unpaid, in cash or cash equivalents, after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt.


(d)              
For purposes of this Section 14.3, the words “cash, property or securities” shall not be
deemed to include, so long as the effect of this clause is not to cause the Securities to be treated in any case or proceeding
or similar event described in this Section 14.3 as part of the same class of claims as the Senior Debt or any class
of claims pari passu with, or senior to, the Senior Debt for any payment or distribution, securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Securities
are subordinated, to the payment of all Senior Debt then outstanding; provided that (i) if a new corporation results from such
reorganization or readjustment, such corporation assumes the Senior Debt and (ii) the rights of the holders of the Senior Debt
are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company
with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following
the sale, conveyance, transfer, lease or other disposition of all or substantially all of its property and assets to another corporation
upon the terms and conditions provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding
up, liquidation or reorganization for the purposes of this Section 14.3 if such other corporation shall, as a part
of such consolidation, merger, sale, conveyance, transfer, lease or other disposition, comply (to the extent required) with the
conditions stated in Section 8.1 of this Indenture.


 




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14.4        Subrogation.


(a)               
Upon the payment in full of all Senior Debt in cash or cash equivalents, the Holders shall be subrogated to the rights of
the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company made on such Senior
Debt until the principal of, premium, if any, and interest on the Securities shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders
or the Trustee on their behalf would be entitled except for the provisions of this Article Fourteen, and no payment pursuant to
the provisions of this Article Fourteen to the holders of Senior Debt by the Holders or the Trustee on their behalf shall, as between
the Company, its creditors other than holders of Senior Debt, and the Holders, be deemed to be a payment by the Company to or on
account of the Senior Debt. It is understood that the provisions of this Article Fourteen are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of the Senior Debt, on the other hand.


(b)              
If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article
Fourteen shall have been applied, pursuant to the provisions of this Article Fourteen, to the payment of all amounts payable under
Senior Debt, then, and in such case, the Holders shall be entitled to receive from the holders of such Senior Debt any payments
or distributions received by such holders of Senior Debt in excess of the amount required to make payment in full, in cash or cash
equivalents, of such Senior Debt of such holders.


14.5        Obligations
of Company Unconditional.


(a)               
Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Securities is intended to or shall impair,
as among the Company and the Holders, the obligation of the Company, which is absolute and unconditional, to pay to the Holders
the principal of, premium, if any, and interest on the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than
the holders of the Senior Debt, nor shall anything herein or therein prevent the Holders or the Trustee on their behalf from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this
Article Fourteen of the holders of the Senior Debt.


(b)              
Without limiting the generality of the foregoing, nothing contained in this Article Fourteen will restrict the right of
the Trustee or the Holders to take any action to declare the Securities to be due and payable prior to their Stated Maturity pursuant
to Section 5.1 of this Indenture or to pursue any rights or remedies hereunder; provided, however, that
all Senior Debt then due and payable or thereafter declared to be due and payable shall first be paid in full, in cash or cash
equivalents, before the Holders or the Trustee are entitled to receive any direct or indirect payment from the Company with respect
to any Security.


 




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14.6        Notice to Trustee.


(a)               
The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making
of any payment to or by the Trustee in respect of the Securities pursuant to the provisions of this Article Fourteen. The Trustee
shall not be charged with the knowledge of the existence of any default or event of default with respect to any Senior Debt or
of any other facts that would prohibit the making of any payment to or by the Trustee unless and until the Trustee shall have received
notice in writing at its Corporate Trust Office to that effect signed by an Officer of the Company, or by a holder of Senior Debt
or trustee or agent thereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article Six, be
entitled to assume that no such facts exist; provided that, if the Trustee shall not have received the notice provided for in this
Section 14.6 at least two Business Days prior to the date upon which, by the terms of this Indenture, any monies shall
become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or interest on
any Security), then, notwithstanding anything herein to the contrary, the Trustee shall have full power and authority to receive
any monies from the Company and to apply the same to the purpose for which they were received, and shall not be affected by any
notice to the contrary that may be received by it on or after such prior date except for an acceleration of the Securities prior
to such application. Nothing contained in this Section 14.6 shall limit the right of the holders of Senior Debt to
recover payments as contemplated by this Article Fourteen. The foregoing shall not apply if the Paying Agent is the Company. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a
holder of any Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has
been given by a holder of such Senior Debt or a trustee or representative on behalf of any such holder.


(b)              
In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Fourteen and, if such evidence is not furnished to the Trustee, the Trustee may defer
any payment to such Person pending judicial determination as to the right of such Person to receive such payment.


 




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14.7        Reliance
on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets or securities referred to
in this Article Fourteen, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation or reorganization proceedings are pending, or
upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment
or distribution, delivered to the Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of the Senior Debt and other Debt 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 Fourteen.


14.8        Trustee’s
Relation to Senior Debt.


(a)               
The Trustee and any Paying Agent shall be entitled to all the rights set forth in this Article Fourteen with respect to
any Senior Debt that may at any time be held by it in its individual or any other capacity to the same extent as any other holder
of Senior Debt and nothing in this Indenture shall deprive the Trustee or any Paying Agent of any of its rights as such holder.


(b)              
With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Fourteen, and no implied covenants or obligations with respect to the
holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Debt (except as provided in Section 14.2 and Section 14.3 of this Indenture)
and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled
by virtue of this Article Fourteen or otherwise.


14.9        Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt. No right of any
present or future holders of any Senior Debt to enforce subordination as provided in this Article Fourteen will at any time in
any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with. The provisions of this Article Fourteen are intended to be
for the benefit of, and shall be enforceable directly by, the holders of Senior Debt.


14.10     Holders Authorize Trustee to Effectuate Subordination of Securities. Each Holder by his acceptance of any Securities
authorizes and expressly directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article Fourteen, and appoints the Trustee his attorney-in-fact for such purposes, including,
in the event of any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation
of the property and assets of the Company, the filing of a claim for the unpaid balance of its Securities in the form required
in those proceedings. If the Trustee does not file a proper claim or proof in indebtedness in the form required in such proceeding
at least 30 days before the expiration of the time to file such claim or claims, each holder of Senior Debt is hereby authorized
to file an appropriate claim for and on behalf of the Holders.


 




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14.11       Not to Prevent Events of Default. The failure to make a payment on account of principal of, premium, if any, or interest
on the Securities by reason of any provision of this Article Fourteen will not be construed as preventing the occurrence of an
Event of Default.


14.12       Trustee’s Compensation Not Prejudiced. Nothing in this Article Fourteen will apply to amounts due to the Trustee
pursuant to other sections of this Indenture, including Section 6.7.


14.13       No Waiver of Subordination Provisions. Without in any way limiting the generality of Section 14.9, the
holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders,
without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Fourteen
or the obligations hereunder of the Holders to the holders of Senior Debt, do any one or more of the following: (a) change the
manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing
the same or any agreement under which Senior Debt is outstanding or secured; (b) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection
of Senior Debt; and (d) exercise or refrain from exercising any rights against the Company and any other Person.


14.14       Payments May Be Paid Prior to Dissolution. Nothing contained in this Article Fourteen or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Section 14.2 or Section 14.3, from
making payments of principal of, premium, if any, and interest on the Securities, or from depositing with the Trustee any money
for such payments, or (ii) the application by the Trustee of any money deposited with it for the purpose of making such payments
of principal of, premium, if any, and interest on the Securities to the holders entitled thereto unless, at least two Business
Days prior to the date upon which such payment becomes due and payable, the Trustee shall have received the written notice provided
for in Section 14.2(b) of this Indenture (or there shall have been an acceleration of the Securities prior to such
application) or in Section 14.15 of this Indenture. The Company shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Company.


14.15       Trust
Moneys Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of
U.S. Government Obligations held in trust under Article Four by the Trustee for the payment of principal of, premium, if any,
and interest on the Securities shall not be subordinated to the prior payment of any Senior Debt (provided that, at the time deposited,
such deposit did not violate any then outstanding Senior Debt), and none of the Holders shall be obligated to pay over any such
amount to any holder of Senior Debt.


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


 


 




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


 


	 	PACIFIC ETHANOL, INC.	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


	 	[TRUSTEE]	 
	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 


 








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