Execution Version

Exhibit 10.14

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such

excluded information is not material and is the type that the registrant treats as private or confidential.

MOBILITY GLOBAL INC.

INDENTURE

Dated as of May 29, 2026

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

Mobility Global Inc.

Reconciliation and tie between Trust Indenture Act of 1939, as amended

and Indenture dated as of May 29, 2026

Trust Indenture Act Section	Indenture Section
§310(a)(1)	7.11
(a)(2)	7.11
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	7.11
(b)	7.03; 7.08
(c)	Not Applicable
§311(a)	7.03
(b)	7.03
(c)	Not Applicable
§312(a)	4.03
(b)	4.03
(c)	4.03
§313(a)	7.06
(b)(1)	Not Applicable
(b)(2)	7.06
(c)	703(a)
(d)	703(b)
§314(a)	4.05
(a)(4)	4.04
(b)	Not Applicable
(c)(1)	11.03(a)
(c)(2)	11.03(b)
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	11.04
(f)	Not Applicable}
§315(a)	7.01
(b)	7.05
(c)	7.01
(d)	7.01
(e)	6.12
§316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	Not Applicable
(b)	6.07
(c)	9.03
§317(a)(1)	6.08
(a)(2)	6.09

3

(b)	2.06
§318(a)	11.01
(b)	Not Applicable
(c)	11.01

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

i

TABLE OF CONTENTS

Page

Section 1.01Definitions1

Section 1.02Compliance Certificates and Opinions7

Section 1.03Form of Documents Delivered to Trustee7

Section 1.04Acts of Holders8

Section 1.05Notices, etc., to Trustee or Company9

Section 1.06Notice to Holders; Waiver9

Section 1.07Conflict with Trust Indenture Act9

Section 1.08Effect of Headings and Table of Contents9

Section 1.09Successors and Assigns10

Section 1.10Separability Clause10

Section 1.11Benefits of Indenture10

Section 1.12Governing Law10

Section 1.13Legal Holidays10

Section 1.14Waiver of Jury Trial10

ARTICLE 2

THE SECURITIES

Section 2.01Amount Unlimited; Issuable in Series10

Section 2.02Denominations13

Section 2.03Execution, Authentication, Delivery and Dating13

Section 2.04Temporary Securities15

Section 2.05Registration; Registration of Transfer and Exchange15

Section 2.06Mutilated, Destroyed, Lost and Stolen Securities16

Section 2.07Payment of Interest; Interest Rights Preserved17

Section 2.08Persons Deemed Owners18

Section 2.09Cancellation19

Section 2.10Computation of Interest19

Section 2.11CUSIP Numbers19

ARTICLE 3

REDEMPTION OF SECURITIES

Section 3.01Applicability of Article19

Section 3.02Election to Redeem; Notice to Trustee19

Section 3.03Selection by Trustee of Securities to be Redeemed19

Section 3.04Notice of Redemption20

Section 3.05Deposit of Redemption Price21

Section 3.06Securities Payable on Redemption Date21

Section 3.07Securities Redeemed in Part21

ARTICLE 4

SINKING FUNDS

Section 4.01Applicability of Article22

Section 4.02Satisfaction of Sinking Fund Payments with Securities22

Section 4.03Redemption of Securities for Sinking Fund22

ARTICLE 5

COVENANTS

ii

Section 5.01Payment of Principal, Premium and Interest23

Section 5.02Maintenance of Office or Agency23

Section 5.03Money for Securities Payments to be Held in Trust23

Section 5.04Corporate Existence24

Section 5.05Statement by Officers as to Default24

Section 5.06Limitation on Liens25

Section 5.07Limitation on Sale Leasebacks.25

ARTICLE 6

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 6.01Consolidation, Merger, Conveyance or Transfer on Certain

Terms26

Section 6.02Successor Person Substituted27

ARTICLE 7

REMEDIES

Section 7.01Events of Default27

Section 7.02Acceleration of Maturity; Rescission and Annulment28

Section 7.03Collection of Indebtedness and Suits for Enforcement by

Trustee30

Section 7.04Trustee May File Proofs of Claim30

Section 7.05Trustee May Enforce Claims Without Possession of Securities

31

Section 7.06Application of Money Collected31

Section 7.07Limitation on Suits32

Section 7.08Unconditional Right of Holders to Receive Principal, Premium

and Interest32

Section 7.09Restoration of Rights and Remedies32

Section 7.10Rights and Remedies Cumulative32

Section 7.11Delay or Omission not Waiver33

Section 7.12Control by Holders33

Section 7.13Waiver of Past Defaults33

Section 7.14Undertaking for Costs34

Section 7.15Waiver of Usury, Stay or Extension Laws34

ARTICLE 8

THE TRUSTEE

Section 8.01Certain Duties and Responsibilities34

Section 8.02Notice of Defaults35

Section 8.03Certain Rights of Trustee36

Section 8.04Not Responsible for Recitals or Issuance of Securities37

Section 8.05May Hold Securities37

Section 8.06Money Held in Trust37

Section 8.07Compensation and Reimbursement37

Section 8.08Disqualification; Conflicting Interests38

Section 8.09Corporate Trustee Required; Eligibility38

Section 8.10Resignation and Removal; Appointment of Successor38

Section 8.11Acceptance of Appointment by Successor40

iii

Section 8.12Merger, Conversion, Consolidation or Succession to Business

41

Section 8.13Preferential Collection of Claims41

Section 8.14Appointment of Authenticating Agent41

Section 8.15Consequential Damages43

Section 8.16Notices43

Section 8.17Force Majeure43

ARTICLE 9

HOLDERS’LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 9.01Company to Furnish Trustee Names and Addresses of Holders

43

Section 9.02Preservation of Information; Communications to Holders44

Section 9.03Reports by Trustee44

Section 9.04Reports by Company44

ARTICLE 10

SUPPLEMENTAL INDENTURES

Section 10.01Supplemental Indentures Without Consent of Holders45

Section 10.02Supplemental Indentures with Consent of Holders46

Section 10.03Execution of Supplemental Indentures48

Section 10.04Effect of Supplemental Indentures48

Section 10.05Conformity with Trust Indenture Act48

Section 10.06Reference in Securities to Supplemental Indentures48

ARTICLE 11

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 11.01Satisfaction and Discharge of Indenture48

Section 11.02Company’s Option to Effect Defeasance or Covenant

Defeasance50

Section 11.03Defeasance and Discharge50

Section 11.04Covenant Defeasance50

Section 11.05Conditions to Defeasance or Covenant Defeasance51

Section 11.06Deposited Money and U.S53

1

INDENTURE

INDENTURE, dated as of May 29, 2026, between MOBILITY GLOBAL INC., a

Delaware corporation (the “Company”), having its principal executive offices at 5860 Trinity

Parkway, Suite 600, Centreville, Virginia 20120, and THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., a national banking association, 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 senior debentures, notes

or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more

series as in this Indenture provided;

NOW, THEREFORE, for and in consideration of the premises and the purchase of the

Securities by the Holders thereof, the Company and the Trustee mutually covenant and agree, for

the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as

follows:

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the

context otherwise requires:

(1)the terms defined in this Article have the respective meanings assigned to

them in this Article and include the plural as well as the singular;

(2)all other terms used herein which are defined in the Trust Indenture Act,

either directly or by reference therein, have the respective meanings assigned to them therein;

(3)all accounting terms not otherwise defined herein have the respective

meanings assigned to them in accordance with generally accepted accounting principles, and,

except as otherwise herein expressly provided, the term “generally accepted accounting

principles” with respect to any computation required in the United States of America or

permitted hereunder shall mean such accounting principles as are generally accepted at the date

of such computation;

(4)the words “herein,” “hereof” and “hereunder” and other words of similar

import refer to this Indenture as a whole and not to any particular Article, Section or other

subdivision; and

(5)references to Sections are to Sections of this Indenture unless otherwise

expressly indicated.

2

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

“Affiliate” of any specified Person means any other Person directly or indirectly

controlling or controlled by, or under direct or indirect common control with, such specified

Person. For the purposes of this definition, “control” when used with respect to any specified

Person means the power to direct the management and policies of such Person, directly or

indirectly, whether through the ownership of voting securities, by contract or otherwise; and the

terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Attributable Debt” means, with respect to any sale and leaseback transaction, at the

time of determination, the lesser of (1) the fair market value of such real or personal property as

determined in good faith by the Board of Directors and (2) the total obligation (discounted to the

present value at the implicit interest factor, determined in accordance with GAAP, included in

the rental payments) of the lessee for rental payments (other than amounts required to be paid on

account of property taxes as well as maintenance, repairs, insurance, water rates and other items

which do not constitute payments for property rights) during the remaining portion of the base

term of the lease included in such transactions.

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

the Trustee to authenticate Securities. “Board of Directors” means the board of directors of the

Company or any duly authorized committee of such board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an

Assistant Secretary (or the Clerk or Assistant Clerk) of the Company to have been duly adopted

by the Board of Directors of the Company and to be in full force and effect on the date of such

certification, and delivered to the Trustee.

“Business Day” means each day which is not a day on which Federal or State banking

institutions in the Borough of Manhattan, The City of New York are authorized or obligated by

law, executive order or regulation to close.

“Commission” means the Securities and Exchange Commission, as from time to time

constituted, created under the Exchange Act or, if at any time after the execution of this

instrument such Commission is not existing and performing the duties now assigned to it under

the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this

instrument until a successor Person shall have become permitted as the Company’s successor

pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean

such successor Person.

“Company Request” or “Company Order” means a written request or order signed in

the name of the Company by any Officer.

“Corporate Trust Office” means the office of the Trustee at which at any particular time

its corporate trust business shall be principally administered, which office, as at the date of this

3

Indenture, is located at 500 Ross Street, 12th Floor, Pittsburgh, PA 15262, Attention: [***], or

such other address as the Trustee may designate from time to time by notice to the Holders and

the Company.

“corporation” includes corporations, associations, companies (including limited liability

companies), limited and general partnerships and business trusts.

“covenant defeasance” has the meaning specified in Section 11.04.

“Debt” has the meaning specified in Section 5.06.

“default,” when used in Section 8.02, has the meaning specified in Section 8.02.

“Defaulted Interest” has the meaning specified in Section 2.07(c).

“defeasance” has the meaning specified in Section 11.03.

“Depository” 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, the Person designated as

Depository for such series by the Company pursuant to Section 2.01(b)(xv), which Person shall

be a clearing agency registered under the Exchange Act; and if at any time there is more than one

such Person, “Depository” as used with respect to the Securities of any series shall mean the

Depository with respect to the Securities of such series.

“Event of Default” has the meaning specified in Section 7.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to

time.

“GAAP” means generally accepted accounting principles as such principles are in effect

in the United States as of the date of this Indenture.

“Global Security” or “Global Securities” means a Security or Securities, as the case

may be, evidencing all or part of a series of Securities, issued to the Depository for such series or

its nominee, and registered in the name of such Depository or nominee.

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

“Indenture” means this indenture agreement as originally executed or as it may from

time to time be supplemented or amended by one or more indentures supplemental hereto

entered into pursuant to the applicable provisions hereof and shall include the terms of particular

series of Securities established as contemplated by Section 2.01.

“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.

4

“Interest Payment Date,” when used with respect to any Security, means the Stated

Maturity of an installment of interest on such Security.

“Lien” means any pledge, mortgage, lien, encumbrance or other security interest.

“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” has the meaning specified in Section 7.01.

“Officer” means the Chairman of the Board of Directors, any Vice Chairman of the

Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any

Vice President, the Treasurer, the Secretary or the Controller, of the Company.

“Officers’ Certificate” means a certificate signed by any two Officers. An Officers’

Certificate provided pursuant to Section 5.05 shall be signed by the principal executive, financial

or accounting Officer of the Company.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the

Company (including an employee or officer of the Company or any of its Affiliates) and who

shall be reasonably acceptable to the Trustee (it being agreed and acknowledged that Davis Polk

& Wardwell LLP is acceptable to the Trustee to provide such opinion).

“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 7.02.

“Outstanding,” when used with respect to Securities, means, as of the date of

determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)Securities theretofore canceled by the Trustee or delivered to the Trustee

for cancellation;

(ii)Securities for whose payment or redemption money (or in the case of

payment by defeasance under Section 11.03, money, U.S. Government Obligations or both) in

the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other

than the Company) in trust, or set aside and segregated in trust by the Company (if the Company

shall act as its own Paying Agent), for the Holders of such Securities; provided that, if such

Securities are to be redeemed, notice of such redemption has been duly given pursuant to this

Indenture or provision therefor has been made and provided further, in the case of payment by

defeasance under Section 11.03, that all conditions precedent to the application of such Section

shall have been satisfied; and

(iii)Securities which have been paid pursuant to Section 2.06(c) or in

exchange for or in lieu of which other Securities have been authenticated and delivered pursuant

5

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;

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

pursuant to Section 7.02 and (ii) Securities owned by the Company or any other obligor upon the

Securities or any Affiliate of the Company or of such other obligor shall be disregarded and

deemed not to be Outstanding, 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

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 independent right so to act with respect to such

Securities and that the pledgee is not the Company or any other obligor upon the Securities or

any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of

(and premium, if any) or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, association, joint-

stock company, trust, unincorporated organization or government or any agency or political

subdivision thereof.

“Place of Payment,” when used with respect to the Securities of any series, means the

place or places where the principal of (and premium, if any) and interest on the Securities of that

series are payable as specified as contemplated by Section 2.01 or, if not so specified, New York,

New York.

“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 2.06 in

exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to

evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Redemption Date,” when used with respect to any Security to be redeemed, means the

date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, means the

price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the

Securities of any series means the date specified for that purpose as contemplated by Section

2.01.

6

“Repayment Date”, when used with respect to any Security to be repaid, means the date

fixed for such repayment pursuant to such Security.

“Responsible Officer,” when used with respect to the Trustee, means any officer in the

Corporate Trust Office of the Trustee with direct responsibility for the administration of this

Indenture and also means, with respect to a particular corporate trust matter, any other officer to

whom such matter is referred because of such other officer’s knowledge of and familiarity with

the particular subject.

“Securities” has the meaning stated in the first recital of this Indenture and more

particularly means any Securities of any series authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

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

Section 2.05.

“Significant Subsidiary” means each Subsidiary of the Company that is a “significant

subsidiary” as defined in Regulation § 230.405 promulgated pursuant to the Securities Act, as

such Regulation is in effect on the date hereof.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by

the Trustee pursuant to Section 2.07(c). “Stated Maturity,” when used with respect to any

Security or any installment of principal thereof or interest thereon, means the date specified in

such Security as the fixed date on which the principal of such Security or such installment of

principal or interest is due and payable.

“Subsidiary” means, with respect to any Person, any corporation, limited liability

company, partnership, association or other entity the accounts of which would be consolidated

with those of the Company in the Company’s consolidated financial statements if such financial

statements were prepared in accordance with GAAP as of such date, as well as any other

corporation, limited liability company, partnership, association or other entity (a) of which

securities or other ownership interests representing more than 50% of the equity or more than

50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general

partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date,

otherwise controlled, by the Company or one or more subsidiaries of the Company or by the

Company and one or more subsidiaries of the Company.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as

of which this Indenture was executed, except as provided in Section 10.05 and, to the extent

required by any amendment thereto, the Trust Indenture Act of 1939, as amended from time to

time.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this

instrument until a successor Trustee shall have assumed such role pursuant to the applicable

provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is

7

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.

“U.S. Government Obligation” has the meaning set forth in Section 11.05(a).

“Vice President” means any vice president, whether or not designated by a number or a

word or words added before or after the title “vice president.”

“Voting Stock” of any specified “person” (as that term is used in Section 13(d) of the

Exchange Act) as of any date, means the capital stock of such person that is at the time entitled

to vote generally in the election of the board of directors of such person.

Section 1.02Compliance Certificates and Opinions. (a) Upon any application or

request by the Company to the Trustee to take any action under any provision of this Indenture,

the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions

precedent, if any, provided for in this Indenture relating to the proposed action have been

complied with and an Opinion of Counsel stating that in the opinion of such counsel all such

conditions precedent, if any, have been complied with, except that in the case of any such

application or request as to which the furnishing of such documents is specifically required by

any provision of this Indenture relating to such particular application or request, no additional

certificate or opinion need be furnished.

(b)Every certificate or opinion with respect to compliance with a condition or

covenant provided for in this Indenture (other than certificates provided pursuant to Section 5.05)

shall include:

(i)a statement that each individual signing such certificate or opinion

has read such covenant or condition and the definitions herein relating thereto;

(ii)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;

(iii)a statement that, in the opinion of each such individual, such

individual has made such examination or investigation as is necessary to enable such individual

to express an informed opinion as to whether or not such covenant or condition has been

complied with; and

(iv)a statement as to whether, in the opinion of each such individual,

such condition or covenant has been complied with.

Section 1.03Form of Documents Delivered to Trustee. (a) 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

8

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

more documents.

(b)Any certificate or opinion of any 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, or in the exercise of reasonable care

should know, that the certificate or opinion or representations with respect to such matters are

erroneous.

(c)Where any Person is required to make, give or execute two or more

applications, requests, consents, certificates, statements, opinions or other instruments under this

Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04Acts of Holders. (a) Any request, demand, authorization, direction, notice,

consent, waiver or other action provided by this Indenture to be given or taken by Holders may

be embodied in and evidenced by one or more instruments of substantially similar tenor signed

by such Holders in person or by an agent duly appointed in writing. 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 8.01) 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 of Securities 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

9

Trustee, the Company in reliance thereon, whether or not notation of such action is made upon

such Security or such other Security.

(e)The Depository selected pursuant to Section 2.01(b)(xv), as a Holder, may

appoint agents and otherwise authorize participants to give or take any request, demand,

authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give

or take hereunder.

Section 1.05Notices, etc., to Trustee or Company. Any request, demand, authorization,

direction, notice, consent, waiver or Act of Holders or other document provided or permitted by

this Indenture to be made, given or furnished to, or filed with,

(a)the Trustee by any Holder or the Company shall be sufficient for every

purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its

Corporate Trust Office, or

(b)the Company by the Trustee or by any Holder shall be sufficient for every

purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-

class postage prepaid, to the Company addressed to it at the address of its office specified in the

first paragraph of this instrument or at any other address previously furnished in writing to the

Trustee by the Company.

Section 1.06Notice to Holders; Waiver. (a) 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 delivered to each Holder affected by such event (in the case of definitive

Securities, by first-class mail, postage prepaid, at such Holder’s address as it appears in the

Security Register and, in the case of Global Securities, through the facilities of the Depository),

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 or through the facilities of the

Depository, neither the failure to give such notice, nor any defect in any notice so given, to any

particular Holder shall affect the sufficiency of such notice with respect to other Holders. 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.

(b)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 or through the facilities of

the Depository, then such notification as shall be made with the approval of the Trustee shall

constitute a sufficient notification for every purpose hereunder.

Section 1.07Conflict with Trust Indenture Act. If any provision hereof limits, qualifies

or conflicts with another provision hereof which is required to be included in this Indenture by

any of the provisions of the Trust Indenture Act, such required provision shall control. If any

provision hereof limits, qualifies or conflicts with the duties imposed by section 318(c) of the

10

Trust Indenture Act, such imposed duties shall control. If any provision of this Indenture limits,

qualifies or conflicts with a provision of the Trust Indenture Act that is required under the Trust

Indenture Act to be a part of and govern this Indenture, such provision of the Trust Indenture Act

shall control. If any provision of this Indenture modifies or excludes any provision of the Trust

Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply

to this Indenture as such provision of the Trust Indenture Act is so modified or excluded, as the

case may be.

Section 1.08Effect of Headings and Table of Contents. The Article and Section

headings herein and the Table of Contents are for convenience only and shall not affect the

construction hereof.

Section 1.09Successors and Assigns. All covenants and agreements in this Indenture

by the Company shall bind its successors and assigns, whether so expressed or not.

Section 1.10Separability Clause. In case any provision in this Indenture or in the

Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the

remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11Benefits 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 and the Holders, any benefit or any legal or equitable right, remedy or claim under this

Indenture.

Section 1.12Governing Law. This Indenture and the Securities shall be governed by

and construed in accordance with the laws of the State of New York, without giving effect to any

choice of law or conflict of law provision or rule that would cause the application of the laws of

any other jurisdiction.

Section 1.13Legal 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)

payment of interest or principal (and premium, if any) need not be made at such Place of

Payment on such date, but may be made on the next succeeding Business Day at such Place of

Payment with the same force and effect as if made on the Interest Payment Date or Redemption

Date, or at the Stated Maturity, provided that no interest shall accrue on the amount then payable

for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity,

as the case may be.

Section 1.14Waiver of Jury Trial. EACH OF THE COMPANY, BENEFICIAL

OWNER OF SECURITIES, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING

TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED

HEREBY.

11

ARTICLE 2

THE SECURITIES

Section 2.01Amount Unlimited; Issuable in Series. (a) The aggregate principal amount

of Securities which may be authenticated and delivered under this Indenture is unlimited.

(b)The Securities may be issued in one or more series. There shall be

established in or pursuant to a Board Resolution, and (subject to Section 2.03) set forth or

determined as provided in an Officers’ Certificate, or established in one or more indentures

supplemental hereto (with such appropriate insertions, omissions, substitutions and other

variations as are required or permitted by this Indenture, and with such letters, numbers or other

marks of identification and such legends or endorsements placed thereon as may be required to

comply with the rules of any securities exchange or as may, consistently herewith, be determined

by the Officers executing such Securities, as evidenced by their execution of such Securities),

prior to the issuance of Securities of any series:

(i)the title of the Securities of the series (which shall distinguish the

Securities of the series from all other Securities);

(ii)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 2.04, 2.05, 2.06, 3.07 or 10.06 and except for

any Securities which, pursuant to Section 2.03, are deemed never to have been authenticated and

delivered hereunder);

(iii)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;

(iv)the date or dates on which the principal of the Securities of the

series is payable and/or the method by which such date or dates shall be determined;

(v)the rate or rates (or method for establishing the rate or rates) at

which the Securities of the series shall bear interest, if any, the date or dates from which such

interest shall accrue, 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 (or method for

establishing such date or dates);

(vi)the place or places where the principal of (and premium, if any)

and interest on Securities of the series shall be payable;

(vii)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;

12

(viii)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;

(ix)if other than denominations of $2,000 and integral multiples of

$1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;

(x)if other than the full 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 7.02 or the method by which such

portion shall be determined;

(xi)if other than such currency of the United States of America as at

the time of payment is legal tender for payment of public or private debts, the currency or

currencies (including composite currencies) in which payment of the principal of (and premium,

if any) and/or interest on the Securities of the series shall be payable;

(xii)if the principal of (and premium, if any) and/or interest on the

Securities of the series are to be payable, at the election of the Company or any Holder, in a

currency or currencies (including composite currencies) other than that in which the Securities

are stated to be payable, the period or periods within which, and the terms and conditions, upon

which, such election may be made;

(xiii)if the amounts of payments of principal of (and premium, if any)

and/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;

(xiv)in the case of Securities of a series the terms of which are not

established pursuant to subsection (xi), (xii) or (xiii) above, whether either or both of Section

11.03 or Section 11.04 shall not be applicable to the Securities of such series; or, in the case of

Securities the terms of which are established pursuant to subsection (xi), (xii) or (xiii) above, the

adoption and applicability, if any, to such Securities of any terms and conditions similar to those

contained in Section 11.03 and/or Section 11.04;

(xv)whether the Securities of the series shall be issued in whole or in

part in the form of one or more Global Securities and, in such case, the Depository for such

Global Security or Global Securities;

(xvi)any additional or different events of default that apply to Securities

of the series, and any change in the right of the Trustee or the Holders of such Securities to

declare the principal thereof due and payable;

(xvii)any additional or different covenants that apply to Securities of the

series;

13

(xviii)the form of the Securities of the series; and

(xix)any other terms of the series (which terms shall not contradict the

provisions of this Indenture).

(b)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 of such Securities.

(c)All Securities of any one series shall be substantially identical except as to

interest rates, method for determining interest rates, Interest Payment Dates, Regular Record

Dates, redemption terms, Stated Maturity, denomination, date of authentication, currency, any

index for determining amounts payable, and except as may otherwise be provided in or pursuant

to such Board Resolution and set forth or determined as provided in such Officers’ Certificate or

in any indenture supplemental hereto.

(d)If any of the terms of the series are established by action taken pursuant to

a Board Resolution, a copy of an appropriate record of such action shall be certified by the

Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the

delivery of the Officers’ Certificate setting forth the terms of the series. With respect to

Securities of a series constituting a medium term note program, such Board Resolution may

provide general terms or parameters for Securities of such series and may provide that the

specific terms of particular Securities of such series, and the Persons authorized to determine

such terms or parameters, may be determined in accordance with or pursuant to the Company

Order referred to in Section 2.03.

Section 2.02Denominations. The Securities of each series shall be issuable in

registered form without coupons in such denominations as shall be specified as contemplated by

Section 2.01. 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 $2,000 and integral multiples

of $1,000 in excess thereof.

Section 2.03Execution, Authentication, Delivery and Dating. (a) The Securities shall

be executed on behalf of the Company by any Officer and attested by its Secretary or one of its

Assistant Secretaries.  The signature of any of these Officers on the Securities may be manual or

by way of electronic signature, in English.

(b)Securities bearing the manual, facsimile or electronic 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.

(c)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 on behalf of the Company

pursuant to clause (a) above to the Trustee for authentication, together with a Company Order for

14

the authentication and delivery of such Securities, and the Trustee in accordance with such

Company Order shall authenticate and deliver such Securities; provided, that, with respect to

Securities of a series constituting a medium term note program, the Trustee shall authenticate and

deliver Securities of such series for original issue from time to time in the aggregate principal

amount established for such series pursuant to such procedures acceptable to the Trustee and to

such recipients as may be specified from time to time by a Company Order. The amount,

maturity dates, original issue dates, whether the Securities are to be issued as one or more Global

Securities or certificated securities, interest rates and any other terms of the Securities of such

series shall be determined by or pursuant to such Company Order and procedures.

(d)The Trustee’s certificates of authentication shall be in substantially the

following form:

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

mentioned Indenture.

Dated:

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,

as Trustee

By:

Name:

Title:

(e)If the form or terms of the Securities of the series have been established in

or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating

such Securities, and accepting the additional responsibilities under this Indenture in relation to

such Securities, the Trustee shall receive, and (subject to Section 8.01) shall be fully protected in

relying upon, an Opinion of Counsel stating,

(i)if the form of any of such Securities has been established by or

pursuant to Board Resolution as permitted by Section 2.01, that such form has been established

in conformity with the provisions of this Indenture;

(ii)if the terms of any of such Securities have been established by or

pursuant to Board Resolution as permitted by Section 2.01, that such terms have been established

in conformity with the provisions of this Indenture; and

(iii)that such Securities, when authenticated and delivered by the

Trustee and issued by the Company in the manner and subject to any conditions specified in such

Opinion of Counsel, will constitute valid and legally binding obligations of the Company,

enforceable in accordance with their respective terms, subject to bankruptcy, insolvency,

reorganization and other laws of general applicability relating to or affecting the enforcement of

creditors’ rights and to general equity principles.

15

(f)Notwithstanding that such form or terms have been so established, the

Trustee shall not be required to authenticate such Securities if the issue of such Securities

pursuant to this Indenture would adversely 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.

(g)With respect to Securities of a series constituting a medium term note

program, if the form and general terms of the Securities of such series have been established by

or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as

permitted by Section 2.01 in authenticating such Securities, and accepting the additional

responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and

(subject to Section 8.01) shall be fully protected in relying upon, in addition to the foregoing

documents and Opinion of Counsel, or in lieu of clause (e) above, an Opinion of Counsel stating

that the Securities have been duly authorized by the Company and, when duly executed by the

Company and completed and authenticated by the Trustee in accordance with this Indenture and

issued, delivered and paid for in accordance with any applicable distribution agreement, will

have been duly issued under this Indenture and will constitute valid and binding obligations of

the Company, enforceable in accordance with their respective terms, subject to bankruptcy,

insolvency, reorganization and other laws of general applicability relating to or affecting the

enforcement of creditors’ rights and to general equity principles.

(h)Each Security shall be dated the date of its authentication.

(i)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 of electronic

signature, and such certificate upon any Security shall be conclusive evidence, and the only

evidence, that such Security has been duly authenticated and delivered hereunder 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 2.09

together with a written statement (which need not comply with Section 1.02 and need not be

accompanied by an Opinion of Counsel) stating that such Security has never been issued and

sold by the Company, for all purposes of this Indenture such Security shall be deemed never to

have been authenticated and delivered hereunder and shall never be entitled to the benefits of this

Indenture.

Section 2.04Temporary Securities. (a) Pending the preparation of definitive Securities

of any series, the Company may execute, and upon Company Order from the Company, 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, 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.

16

(b)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 of like

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.

Section 2.05Registration; Registration of Transfer and Exchange. (a) The Company

shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register

maintained in such office and in any other office or agency of the Company in a Place of

Payment being herein sometimes collectively referred to as the “Security Register”) in which,

subject to such reasonable regulations as it may prescribe, the Company shall provide for the

registration of Securities and of transfers of Securities. The Trustee is hereby appointed

“Security Registrar” for the purpose of registering Securities and transfers of Securities as

herein provided.

(b)Upon surrender for registration of transfer of any Security of any series at

an office or agency of the Company in a Place of Payment designated by the Company pursuant

to Section 5.02 for that series, the Company shall execute, and the Trustee shall authenticate and

deliver, in the name of the designated transferee or transferees, one or more new Securities of the

same series, of any authorized denominations and of a like aggregate principal amount and tenor.

(c)At the option of the Holder, Securities of any series may be exchanged for

other Securities of the same series of any authorized denominations and of a like aggregate

principal amount and tenor, 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.

(d)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.

(e)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.

17

(f)No service charge shall be made for any registration of transfer or for

exchange of Securities, but the Company or the Trustee may require payment of a sum sufficient

to cover any tax or other governmental charge that may be imposed in connection with any

registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.04,

2.05(h), 3.07 or 10.06 not involving any transfer.

(g)The Company shall not be required (i) 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 sending of a notice of redemption of Securities of that series selected for

redemption under Section 3.03 and ending at the close of business on the day of such sending, or

(ii) to register the transfer of or exchange any Security so selected for redemption or purchase in

whole or in part, except, in the case of a partial redemption or purchase, that portion of any

security not being redeemed or purchased.

(h)Notwithstanding the foregoing, any Global Security shall be exchangeable

pursuant to the applicable supplemental indenture applicable to that Security.

(i)Notwithstanding any other provision in this Indenture, but subject to

exchanges under clause (h) above, a Global Security may not be transferred except as a whole by

the Depository with respect to such Global Security to a nominee of such Depository or by a

nominee of such Depository to such Depository or another nominee of such Depository.

Section 2.06Mutilated, Destroyed, Lost and Stolen Securities. (a) If any mutilated

Security is surrendered to the Trustee, 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.

(b)If there shall be delivered to the Company and the Trustee (i) evidence to

their satisfaction of the destruction, loss or theft of any Security and (ii) such security or

indemnity as may be required by them to save each of them and any agent of any 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.

(c)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.

(d)Upon the issuance of any new Security under this Section, the Company

or the Trustee 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 and its counsel) connected therewith.

18

(e)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, whether or not the destroyed, lost or stolen Security shall be at any time

enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and

proportionately with any and all other Securities of that series duly issued hereunder.

(f)The provisions of this Section are exclusive and shall preclude (to the

extent lawful) all other rights and remedies with respect to the replacement or payment of

mutilated, destroyed, lost or stolen Securities.

Section 2.07Payment of Interest; Interest Rights Preserved. (a) Unless otherwise

provided as contemplated by Section 2.01 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.

(b)The principal of, and premium, if any, and interest due on the Securities

shall be paid 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. Payments of interest (including interest

on any Interest Payment Date) will be made, subject to such surrender where applicable and

subject, in the case of a Global Security, to the Trustee’s arrangements with the Depository, at

the option of the Company, (i) by check mailed to the address of the Person entitled thereto as

such address shall appear in the Security Register or (ii) by wire transfer at such place and to

such account at a banking institution in the United States of America as may be designated in

writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.

(c)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 entitled to such interest 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 (i) or (ii) below:

(i)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 (as

defined below) 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 (the “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

19

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 transmitted through the facilities of the

Depository with respect to the Global Securities or mailed, first-class postage prepaid, to each

Holder of definitive Securities of such series at such Holder’s 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 (ii).

(ii)The Company may elect to 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.

(d)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 interest to accrue, which were

carried by such other Security.

Section 2.08Persons Deemed Owners. Prior to due presentment of a Security for

registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee,

including a Paying Agent, 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 premium, if

any) and (subject to Section 2.07) interest on such Security and for all other purposes

whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor

any agent of the Company or the Trustee, including a Paying Agent, shall be affected by notice

to the contrary.

Section 2.09Cancellation. 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 as directed by a Company Order

from the Company.

20

Section 2.10Computation of Interest. Except as otherwise specified as contemplated by

Section 2.01 for Securities of any series, interest on the Securities of each series shall be

computed on the basis of a 360-day year of twelve 30-day months.

Section 2.11CUSIP Numbers. The Company in issuing the Securities may use

“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers

in notices of redemption as a convenience to Holders; provided that any such notice may state

that no representation is made as to the correctness of such numbers either as printed on the

Securities or as contained in any notice of a redemption and that reliance may be placed only on

the other identification numbers printed on the Securities, and any such redemption shall not be

affected by any defect in or omission of such numbers. The Company will promptly notify the

Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE 3

REDEMPTION OF SECURITIES

Section 3.01Applicability 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 2.01 for Securities of any series) in accordance

with this Article.

Section 3.02Election 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 like tenor of any series, the Company

shall, at least three days prior to when notice is delivered to holders of the series of securities to

be redeemed (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.

Any such notice may be cancelled at any time prior to notice of such redemption being sent to

any Holder and shall thereby be void and of no effect. In the case of any redemption of Securities

prior to the expiration of any restriction on such redemption provided in the terms of such

Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’

Certificate evidencing compliance with such restriction.

Section 3.03Selection by Trustee of Securities to be Redeemed. (a) If less than all the

Securities of like tenor of any series are to be redeemed, the Trustee shall select the Securities to

be redeemed in compliance with the requirements governing redemptions of the principal

securities exchange, if any, on which the Securities are listed or if such securities exchange has

no requirement governing redemption or the Securities are not then listed on a securities

exchange, by lot (or, in the case of Securities issued in global form, based on the applicable

procedures of the Depository). If the Securities are redeemed in part, the remaining Outstanding

principal amount of such Securities must be of a denomination larger than the minimum

authorized denomination for such Securities.

(b)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.

21

(c)For all purposes of this Indenture, unless the context otherwise requires,

all provisions relating to the redemption of Securities shall relate, in the case of any Securities

redeemed or to be redeemed only in part, to the portion of the principal amount of such

Securities which has been or is to be redeemed.

Section 3.04Notice of Redemption. (a) Unless otherwise indicated for a particular series

of Securities by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate,

notice of redemption shall be given by first-class mail, postage prepaid, mailed or electronically

delivered not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of

Securities to be redeemed, at such Holder’s address appearing in the Security Register.

Such notice of redemption shall state:

(i)the Redemption Date,

(ii)the Redemption Price, including the portion thereof representing

any accrued interest and additional interest, if any,

(iii)if less than all the Outstanding Securities of like tenor 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,

(iv)in case any Security is to be redeemed in part only, the notice

which relates to such Security shall state that on and after the Redemption Date, upon surrender

of such Security, the Holder of such Security will receive, without charge, a new Security or

Securities of authorized denominations for the principal amount thereof remaining unredeemed,

(v)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 such date,

(vi)the CUSIP number and/or similar numbers of such Securities, if

any (or any other numbers used by a Depository to identify such Securities),

(vii)the place or places where such Securities are to be surrendered for

payment of the Redemption Price, and

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

(b)Any such 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.

(c)Any notice of redemption may, in the Company’s discretion be subject to

the satisfaction or waiver of one or more conditions precedent, including, but not limited to,

completion of an equity offering, a financing, or other corporate transaction; provided that if

such redemption or notice is subject to satisfaction of one or more conditions precedent, such

22

notice shall state that, in the Company’s discretion, the redemption date may be postponed until

such time (including more than 60 days following the date the notice of redemption was sent) as

any or all such conditions shall be satisfied, or such redemption may not occur and such notice

may be rescinded in the event that any or all such conditions shall not have been satisfied by the

redemption date (including as it may be postponed).

Section 3.05Deposit of Redemption Price. At least one Business Day 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, the Company shall segregate and hold in trust as

provided in Section 5.03) 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.

Section 3.06Securities Payable on Redemption Date. (a) 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 such notice, such Security shall be paid by the Company at the Redemption

Price, together with accrued interest to the Redemption Date; provided, however, that

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 2.07.

(b)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.

Section 3.07Securities 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 such Holder’s attorney duly

authorized in writing). The Company shall execute, and the Trustee shall authenticate and deliver

to the Holder of such Security without service charge, a new Security or Securities of the same

series and of like tenor, of any authorized denomination as requested by such Holder, in

aggregate principal amount equal to and in exchange for the unredeemed portion of the principal

of the Security so surrendered.

ARTICLE 4

SINKING FUNDS

Section 4.01Applicability of Article. (a) The provisions of this Article shall be

applicable to any sinking fund for the retirement of Securities of a series permitted by the

applicable supplemental indenture except as otherwise specified in accordance with Section 2.01

for Securities of such series.

23

(b)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 4.02. Each sinking fund payment shall be applied to the

redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 4.02Satisfaction of Sinking Fund Payments with Securities. The Company (x)

may deliver Outstanding Securities of a series (other than any previously called for redemption)

and (y) 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.

Section 4.03Redemption of Securities for Sinking Fund. Not less than 60 days prior to

each sinking fund payment date for any series of Securities, the Company will deliver to the

Trustee an Officers’ 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 4.02 and will also deliver to the Trustee

any such Securities. 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 3.03 and cause notice of the redemption, prepared by the Company,

thereof to be given in the name of and at the expense of the Company in the manner provided in

Section 3.04. Such notice having been duly given, the redemption of such Securities shall be

made upon the terms and in the manner stated in Sections 3.06 and 3.07.

ARTICLE 5

COVENANTS

Section 5.01Payment of Principal, Premium and Interest. (a) The Company covenants

and agrees for the benefit of each series of Securities that it will duly and punctually pay the

principal of (and premium, if any) and interest on the Securities of that series in accordance with

the terms of the Securities and this Indenture.

(b)An installment of principal or interest shall be considered paid on the date

it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to

pay such installment and is not prohibited from paying such money to the Holders pursuant to

the terms of this Indenture or otherwise.

24

Section 5.02Maintenance of Office or Agency. (a) The Company will maintain in each

Place of Payment for any series of Securities an office or agency where Securities of that series

may be presented or surrendered for payment, where Securities of that series may be surrendered

for registration of transfer or exchange and where notices and demands to or upon the Company

in respect of the Securities of that series and this Indenture may be served. The Company will

give prompt written notice to the Trustee of the location, and any change in the location, of such

office or agency. If at any time the Company shall fail to maintain any such required office or

agency or shall fail to furnish the Trustee with the address thereof, such presentations,

surrenders, notices and demands may be made or served at the Corporate Trust Office of the

Trustee, and the Company hereby appoints the Trustee as its agent to receive all such

presentations, surrenders, notices and demands.

(b)The Company may also from time to time designate one or more other

offices or agencies where the Securities of one or more series may be presented or surrendered

for any or all such purposes and may from time to time rescind such designations; provided,

however, that no such designation or rescission shall in any manner relieve the Company of its

obligation to maintain an office or agency in each Place of Payment for Securities of any series

for such purposes. The Company will give prompt written notice to the Trustee of any such

designation or rescission and of any change in the location of any such other office or agency.

Section 5.03Money for Securities Payments to be Held in Trust. (a) 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 premium, if any) 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 premium, if any) or interest so becoming due until such

sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly

notify the Trustee of its failure so to act.

(b)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 premium, if any) or

interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the

principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the

benefit of the Persons entitled to such principal, 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.

(c)The Company will cause each Paying Agent for any series of Securities

other than the Trustee or the Company 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:

(i)hold all sums held by it for the payment of the principal of (and

premium, if any) 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;

25

(ii)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

premium, if any) or interest on the Securities of that series; and

(iii)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.

(d)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. 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.

(e)Any money deposited with the Trustee or any Paying Agent, or then held

by the Company in trust, for the payment of the principal of (and premium, if any) or interest on

any Security of any series, and remaining unclaimed for two years after such principal (and

premium, if any) or interest has become due and payable shall be paid to the Company, subject to

applicable abandoned property law, on Company Request or (if then held by the Company) shall

be discharged from such trust. Thereafter the Holder of such Security shall, 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.

Section 5.04Corporate Existence. Subject to Article 6, the Company will do or cause

to be done all things necessary to preserve and keep in full force and effect its corporate

existence, rights (charter and statutory) 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 and

that the loss thereof is not disadvantageous in a material respect to the Holders.

Section 5.05Statement by Officers as to Default. The Company will deliver to the

Trustee, within 120 days after the end of each fiscal year of the Company ending after the date

hereof, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof the

Company is in default in the performance and observance of any of the terms, provisions and

conditions of this Indenture applicable to the Company and, if the Company shall be in default,

specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section 5.06Limitation on Liens.

(a)The Company and its Subsidiaries shall not create, assume, incur or

guarantee any indebtedness for borrowed money (“Debt”) secured by a Lien on any of its

properties or assets, without securing the Securities of any applicable series equally and ratably

with (or prior to) such Debt for so long as such Debt is secured, unless the aggregate principal

26

amount of such secured Debt then outstanding, together with the Company’s and its

Subsidiaries’ Attributable Debt in respect of sale and leaseback transactions entered into

pursuant to Section 5.07 following the issue date of the relevant series of Securities (the sum of

the foregoing, the “Aggregate Debt”), does not exceed an amount equal to 7.5% of the

Company’s total consolidated assets as of the date of the Company’s most recent quarter, as set

forth on its most recently filed quarterly report on Form 10-Q or annual report on Form 10-K

preceding the creation or assumption of any such Lien.

(b)The restrictions in subsection (a) of this Section 5.06 will not apply to

Debt that is secured by (1) Liens existing, on the date the Securities are issued, as applicable; (2)

Liens on any property or any indebtedness of a Person at the time such Person becomes a

Subsidiary (whether by acquisition or otherwise, including through merger or consolidation); (3)

Liens in favor of or required by contracts with governmental entities; (4) Liens in favor of the

Company or a Subsidiary of the Company; (5) Liens existing at the time of acquisition of the

assets secured thereby (including acquisition through merger or consolidation) and purchase

money liens; (6) Liens on any property to secure all or part of the cost of improvements or

construction thereon or indebtedness incurred to provide funds for such purpose in a principal

amount not exceeding 110% of the cost of such improvements or constructions; (7) Liens on

shares of common stock, indebtedness or other securities of a Person that is not a Subsidiary of

the Company; and (8) any extensions, renewals or refunding of any Lien referred to in the

foregoing clauses (1) through (7), inclusive.

Section 5.07Limitation on Sale Leasebacks.

(a)The Company will not, and will not permit any of its Subsidiaries to, enter

into any sale and leaseback transaction for the sale and leasing back of any real or personal

property, whether now owned or hereafter acquired, unless:

(i)such transaction was entered into prior to the issue date of the

relevant series of Securities or any extension, renewal, refinancing, replacement, amendment,

amendment and restatement or modification of such transaction so long as the affected real or

personal property is substantially the same as or similar in nature to the real or personal property

subject to the sale and leaseback transaction extended, renewed, refinanced, replaced, amended,

amended and restated or modified;

(ii)such transaction was for the sale and leasing back to the Company

or any of its Subsidiaries of any real or personal property by one of the Company’s wholly

owned Subsidiaries;

(iii)such transaction involves a lease for not more than three years (or

which may be terminated by the Company or its Subsidiary within a period of not more than

three years);

(iv)the Company would be entitled to incur Debt secured by a Lien

with respect to such sale and leaseback transaction without equally and ratably securing the

Securities pursuant to Section 5.06(a); or

27

(v)the Company or any of its Subsidiaries applies an amount equal to

the net proceeds from the sale of such real or personal property to the purchase of other property

or assets used or useful in the Company’s business (including the purchase or development of

other real or personal property) or to the retirement of Debt that is pari passu with the Securities

(including the Securities) or Debt of one or more of the Company’s Subsidiaries within 365 days

before or after the effective date of any such sale and leaseback transaction; provided that, in lieu

of applying such amount to the retirement of pari passu Debt or Debt of the Company’s

Subsidiary, the Company may deliver Securities to the Trustee for cancellation, such Securities

to be credited at the cost thereof.

Notwithstanding the restrictions set forth in the preceding paragraph, the Company and

its Subsidiaries may enter into any sale and leaseback transaction which would otherwise be

subject to the foregoing restrictions, if after giving effect thereto, the Aggregate Debt does not

exceed an amount equal to 7.5% of the Company’s total consolidated assets as of the end of the

most recent quarter, as set forth on the Company’s most recently filed quarterly report on Form

10-Q or annual report on Form 10-K.

ARTICLE 6

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 6.01Consolidation, Merger, Conveyance or Transfer on Certain Terms. The

Company shall not consolidate with or merge into any other Person or convey or transfer all or

substantially all of its properties and assets to any Person, unless:

(a)the Person formed by such consolidation or into which the Company is

merged or the Person which acquires by conveyance or transfer the properties and assets of the

Company substantially as an entirety shall be a corporation partnership or trust organized and

existing under the laws of the United States of America or any State thereof or the District of

Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and

delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the

principal of (and premium, if any) and interest on all the Securities and the performance of every

covenant of this Indenture (as supplemented from time to time) on the part of the Company to be

performed or observed;

(b)immediately after giving effect to such transaction, no Event of Default,

and no event that, after notice or lapse of time, or both, would become an Event of Default, shall

have occurred and be continuing; and

(c)the Company has delivered to the Trustee an Officers’ Certificate and an

Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and

such supplemental indenture comply with this Article and that all conditions precedent herein

provided for relating to such transaction have been complied with.

Section 6.02Successor Person Substituted. Upon any consolidation or merger, or any

conveyance or transfer of all or substantially all of the properties and assets of the Company in

accordance with this Article, the successor Person formed by such consolidation or into which

28

the Company is merged or to which such conveyance or transfer is made shall succeed to, and be

substituted for, and may exercise every right and power of, the Company under this Indenture

with the same effect as if such successor had been named as the Company herein. In the event of

any such conveyance or transfer, the Company as the predecessor shall be discharged from all

obligations and covenants under this Indenture and the Securities and may be dissolved, wound

up or liquidated at any time thereafter.

ARTICLE 7

REMEDIES

Section 7.01Events of Default. “Event of Default,” wherever used herein, means with

respect to any series of Securities any one of the following events (whatever the reason for such

Event of Default and whether it shall be voluntary or involuntary or be effected by operation of

law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of

any administrative or governmental body), unless such event is either inapplicable to a particular

series or it is specifically deleted or modified in or pursuant to a supplemental indenture or Board

Resolution creating such series of Securities or in the form of Security for such series:

(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; or

(b)default in the payment of the principal of (or premium, if any, on) any

Security of that series at its Maturity; or

(c)default in the payment of the principal of (or premium, if any, on) any

sinking or purchase fund or analogous obligation when the same becomes due by the terms of the

Securities of such series; or

(d)default in the performance, or breach, of any covenant or warranty of the

Company in this Indenture in respect of the Securities of such series (other than a covenant or

warranty in respect of the Securities of such series a default in the performance of which or the

breach of which is elsewhere in this Section specifically dealt with), all of such covenants and

warranties in this Indenture which are not expressly stated to be for the benefit of a particular

series of Securities being deemed in respect of the Securities of all series for this purpose, and

continuance of such default or breach for a period of 90 days after there has been given, by

registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by

the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of such

series, a written notice specifying such default or breach and requiring it to be remedied and

stating that such notice is a “Notice of Default” hereunder; or

(e)a failure to make any payment when due, including any applicable grace

period or waiver or extension granted thereunder, on any of the Company or any Significant

Subsidiary’s Debt in an amount in excess of $200 million or (ii) a breach or default on any of the

Company or any Significant Subsidiary’s Debt, which default results in the acceleration of Debt

in an amount in excess of $200 million without such Debt having been discharged or the

acceleration having been cured, waived, rescinded or annulled, for a period of, in the case of

29

clause (i) or (ii), 30 days after written notice to the Company by the Trustee thereunder or by

holders of 25% in aggregate principal amount of the outstanding securities of such series,

provided, however, that if the failure, default or acceleration referred to in clause (i) or (ii) above

shall cease or be cured, waived, rescinded or annulled, then the Event of Default shall be deemed

cured; or

(f)the entry of an order for relief against the Company or any Significant

Subsidiary under Title 11, United States Code (the “Federal Bankruptcy Act”) by a court

having jurisdiction in the premises or a decree or order by a court having jurisdiction in the

premises adjudging the Company or any Significant Subsidiary a bankrupt or insolvent under

any other applicable Federal or State law, or the entry of a decree or order approving as properly

filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect

of the Company or any Significant Subsidiary under the Federal Bankruptcy Act or any other

applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee,

sequestrator (or other similar official) of the Company or any Significant Subsidiary or of any

substantial part of its property, or ordering the winding up or liquidation of its affairs, and the

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

(g)the consent by the Company or any Significant Subsidiary to the

institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or

answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other

applicable Federal or State law, or the consent by it to the filing of any such petition or to the

appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of

the Company or any Significant Subsidiary or of any substantial part of its property, or the

making by it of an assignment for the benefit of creditors, or the admission by it in writing of its

inability to pay its debts generally as they become due, or the taking of corporate action by the

Company or any Significant Subsidiary in furtherance of any other action; or

(h)any other Event of Default provided in a supplemental indenture or Board

Resolution under which such series of Securities is issued or in the form of Security for such

series.

Subject to the provisions of Section 8.01, the Trustee shall not be deemed to have

knowledge of an Event of Default hereunder (except for those described in paragraphs (a)

through (c) above) unless a Responsible Officer of the Trustee has received written notice

thereof.

Section 7.02Acceleration of Maturity; Rescission and Annulment. (a) If an Event of

Default with respect to Securities of any series at the time Outstanding (other than an Event of

Default specified in clause (e) or (f) of Section 7.01) occurs and is continuing, then and in every

such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding

Securities of that series may declare the principal amount (or, if any of the Securities of that

series are Original Issue Discount Securities, such portion of the principal amount of such

Securities as may be specified in the terms thereof) 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) shall

30

become immediately due and payable. If an Event of Default specified in clause (e) or (f) of

Section 7.01 occurs, the principal amount (or, if any of the Securities of that series are Original

Issue Discount Securities, such portion of the principal amount of such Securities as may be

specified in the terms thereof) of all of the Outstanding Securities of that series shall be

immediately due and payable without any declaration or other act on the part of the Trustee or

any Holder of any Security of that series.

(b)At any time after such a declaration of acceleration with respect to

Securities of any series has been made and before a judgment or decree for payment of the

money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders

of 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:

(i)the Company has paid or deposited with the Trustee a sum

sufficient to pay:

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

(B)the principal of (and premium, if any, on) any Securities of

that series which have become due otherwise than by such declaration of

acceleration and interest thereon at the rate or rates prescribed therefor in

such Securities,

(C)to the extent that payment of such interest is lawful, interest

upon overdue principal (and premium, if any) and overdue interest at the

rate or rates prescribed therefor in such Securities, and

(D)all sums paid or advanced by the Trustee hereunder and the

reasonable compensation, expenses, disbursements and advances of the

Trustee, its agents and counsel;

and

(ii)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 7.13.

(c)No such rescission shall affect any subsequent default or impair any right

consequent thereon.

(d)Upon receipt by the Trustee of any declaration of acceleration, or

rescission and annulment thereof, with respect to Securities of a series all or part of which is

represented by a Global Security, the record date for determining Holders of Outstanding

Securities of such series entitled to join in such declaration of acceleration, or rescission and

annulment, as the case may be, shall be the day the Trustee receives such declaration of

acceleration, or rescission and annulment, as the case may be, or, if such receipt occurs after the

31

close of business or on a day that is not a Business Day, the next succeeding Business Day. The

Holders on such record date, or their duly designated proxies, and only such Persons, shall be

entitled to join in such declaration of acceleration, or rescission and annulment, as the case may

be, whether or not such Holders remain Holders after such record date; provided, that unless such

declaration of acceleration, or rescission and annulment, as the case may be, shall have become

effective by virtue of the requisite percentage having been obtained prior to the day which is 90

days after such record date, such declaration of acceleration, or rescission and annulment, as the

case may be, shall automatically and without further action by any Holder be canceled and of no

further effect. The Trustee may conclusively rely on any representation by the Holders delivering

such declaration of acceleration, or rescission and annulment, as the case may be, that such

Holders constitute the requisite percentage to deliver such declaration. Nothing in this paragraph

shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day

period, a new declaration of acceleration, or rescission or annulment thereof, as the case may be,

that is identical to a declaration of acceleration, or rescission or annulment thereof, which has

been canceled pursuant to the provision to the preceding sentence, in which event a new record

date shall be established pursuant to the provision of this Section 7.02.

Section 7.03Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The

Company covenants that if:

(i)default is made in the payment of any interest on any Security

when such interest becomes due and payable and such default continues for a period of 30 days;

or

(ii)default is made in the payment of the principal of (or premium, if

any, on) any Security at the Maturity thereof; or

(iii)default is made in the deposit of any sinking fund payment, when

and as due by the terms of a Security;

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

premium, if any) and interest and, to the extent that payment of such interest shall be legally

enforceable, interest on any overdue principal (and premium, if any) 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.

(b)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.

32

(c)If an Event of Default with respect to Securities of any series occurs and is

continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the

rights of the Holders of Securities of such series by such appropriate judicial proceedings as the

Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific

enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any

power granted herein, or to enforce any other proper remedy.

Section 7.04Trustee May File Proofs of Claim. (a) In case of the pendency of any

receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,

composition or other judicial proceeding relative to the Company or any other obligor upon the

Securities or the property of the Company or of such other obligor or their creditors, (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 (and premium, if any) or interest) the Trustee

shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of principal (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

(ii)to collect and receive any moneys or other property payable or

deliverable on any such claims and to distribute the same.

(b)Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other

similar official in any such judicial proceeding is hereby authorized by each Holder to make such

payments to the Trustee and, in the event that the Trustee shall consent to the making of such

payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and

any other amounts due the Trustee under Section 8.07.

(c)Nothing herein contained shall be deemed to authorize the Trustee to

authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization,

arrangement, adjustment or composition affecting the Securities or the rights of any Holder

thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such

proceeding.

Section 7.05Trustee 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.

33

Section 7.06Application of Money Collected. Any money collected by the Trustee

pursuant to this Article shall be applied in the following order, at the date or dates fixed by the

Trustee and, in case of the distribution of such money on account of principal (or premium, if

any) or interest, 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 8.07;

SECOND: To the payment of the amounts then due and unpaid for principal of

(and premium, if any) 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

premium, if any) and interest, respectively; and

THIRD: To the Company.

Section 7.07Limitation 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 indemnity reasonably

satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance

with such request; and

(d)the Trustee for 60 days after its receipt of such notice, request and offer of

indemnity has failed to institute any such proceeding; it being understood and intended that no

one or more of such Holders shall have any right in any manner whatever by virtue of any

provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders,

or to obtain or to seek to obtain priority or preference over any

other of such Holders or to enforce any right under this Indenture, except in the manner herein

provided and for the equal and ratable benefit of all of such Holders.

Section 7.08Unconditional 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

premium, if any) and (subject to Section 2.07) interest on such Security on the Stated Maturity or

Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date)

34

and to institute suit for the enforcement of any such payment, and such rights shall not be

impaired without the consent of such Holder.

Section 7.09Restoration of Rights and Remedies. If the Trustee or any Holder has

instituted any proceeding to enforce any right or remedy under this Indenture and such

proceeding has been discontinued or abandoned for any reason, or has been determined

adversely to the Trustee or to such Holder, then and in every such case, subject to any

determination in such proceeding, the Company, the Trustee and the Holders shall be restored

severally and respectively to their former positions hereunder and thereafter all rights and

remedies of the Trustee and the Holders shall continue as though no such proceeding had been

instituted.

Section 7.10Rights and Remedies Cumulative. Except as otherwise provided with

respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section

2.06, 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.

Section 7.11Delay or Omission not Waiver. No delay or omission of the Trustee or of

any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default

shall impair any such right or remedy or constitute a waiver of any such Event of Default or an

acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to

the Holders may be exercised from time to time, and as often as may be deemed expedient, by

the Trustee or by the Holders, as the case may be.

Section 7.12Control by Holders. (a) The Holders of a majority in principal amount of

the Outstanding Securities of any series shall have the right to direct the time, method and place

of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or

power conferred on the Trustee with respect to the Securities of such series, provided that:

(i)the Trustee shall have the right to decline to follow any such

direction of the Trustee, being advised by counsel, determines that the action so directed may not

lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a

Responsible Officer, determine that the proceedings so directed would involve it in personal

liability or be unjustly prejudicial to the Holders not taking part in such direction, and

(ii)the Trustee may take any other action deemed proper by the

Trustee which is not inconsistent with such direction.

(b)Upon receipt by the Trustee of any such direction with respect to

Securities of a series all or part of which is represented by a Global Security, the record date for

determining Holders of outstanding Securities of such series entitled to join in such direction

shall be the day the Trustee receives such direction, or, if such receipt occurs after the close of

35

business or on a day that is not a Business Day, the next succeeding Business Day. The Holders

on such record date, or their duly designated proxies, and only such Persons, shall be entitled to

join in such direction, whether or not such Holders remain Holders after such record date;

provided, that unless such majority in principal amount shall have been obtained prior to the day

which is 90 days after such record date, such direction shall automatically and without further

action by any Holder be canceled and of no further effect. The Trustee may conclusively rely on

any representation by the Holders delivering such direction that such Holders constitute the

requisite percentage to deliver such direction. Nothing in this paragraph shall prevent a Holder,

or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction

identical to a direction which has been canceled pursuant to the provisions to the preceding

sentence, in which event a new record date shall be established pursuant to the provisions of this

Section 7.12.

Section 7.13Waiver of Past Defaults. (a) 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 or Event of Default hereunder with respect to

such series and its consequences, except a default not theretofore cured:

(i)in the payment of the principal of (or premium, if any) or interest

on any Security of such series, or in the payment of any sinking or purchase fund or analogous

obligation with respect to the Securities of such series, or

(ii)in respect of a covenant or provision hereof which under Article 10

cannot be modified or amended without the consent of the Holder of each Outstanding Security

of such series affected.

(b)Upon any such waiver, such default shall cease to exist, and any Event of

Default arising therefrom shall be deemed to have been cured, for every purpose of this

Indenture; but no such waiver shall extend to any subsequent or other default or impair any right

consequent thereon.

Section 7.14Undertaking for Costs. Each party to this Indenture agrees, and each

Holder of any Security by 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 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 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).

36

Section 7.15Waiver of Usury, Stay or Extension Laws. The Company covenants (to the

extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any

manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law

wherever enacted, now or at any time hereafter in force, which may affect the covenants or the

performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby

expressly waives all benefit or advantage of any such law and covenants that it will not hinder,

delay or impede the execution of any power herein granted to the Trustee, but will suffer and

permit the execution of every such power as though no such law had been enacted.

ARTICLE 8

THE TRUSTEE

Section 8.01Certain 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 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 or not they conform to the requirements

of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations

or other facts stated therein).

(b)In case an Event of Default with respect to any series of Securities has

occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series

such of the rights and powers vested in it by this Indenture, and use the same degree of care and

skill in their exercise, as a prudent person would exercise or use under the circumstances in the

conduct of their 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;

37

(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, determined as provided

in Section 7.12, of the Holders of a majority in principal amount of the Outstanding Securities of

any series, relating to the time, method and place of conducting any proceeding for any remedy

available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this

Indenture with respect to the Securities of such series; and

(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 or security against

such risk or liability is not reasonably assured to it.

(d)Whether or not therein expressly so provided, every provision of this

Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee

shall be subject to the provisions of this Section.

Section 8.02Notice of Defaults. Within 90 days after the occurrence of any default

hereunder with respect to Securities of any series, the Trustee shall transmit to all Holders of

such series (by mail to Holders of definitive Securities as their names and addresses appear in the

Security Register and, in the case of Global Securities, through the facilities of the Depository),

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 premium, if any) or

interest on any Security of such series or in the payment of any sinking or purchase fund

installment or analogous obligation with respect to Securities of such series, the Trustee shall be

protected in withholding such notice if and so long as the board of directors, the executive

committee or a trust committee of directors and/or Responsible Officers of the Trustee in good

faith determine that the withholding of such notice is in the interests of the Holders of such

series; and provided, further, that in the case of any default of the character specified in Section

7.01(d) with respect to Securities of such series no such notice to Holders of such series shall be

given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term

“default” means any event which is, or after notice or lapse of time would become, an Event of

Default.

Section 8.03Certain Rights of Trustee. Subject to the provisions of Section 8.01:

(a)the Trustee may conclusively rely and shall be fully protected in acting or

refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,

notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness

or other 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, or as otherwise expressly

38

provided herein, and any resolution of the Board of Directors of the Company may be

sufficiently evidenced by a Board Resolution;

(c)whenever in the administration of this Indenture the Trustee shall deem it

desirable that a matter be proved or established prior to taking, suffering or omitting any action

hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the

absence of bad faith on its part, rely upon an Officers’ Certificate;

(d)the Trustee may consult with counsel of its selection 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 (including, without limitation, instituting, conducting or defending any litigation),

unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it

against the costs, expenses and liabilities which might be incurred by it in compliance with such

request or direction;

(f)the Trustee shall not be bound to make any investigation into the facts or

matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,

request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other

document, but the Trustee, in its discretion, may make such further inquiry or investigation into

such facts or matters as it may see fit, and, if the Trustee shall determine to make such further

inquiry or investigation, it shall be entitled to examine the books, records and premises of the

Company, personally or by agent or attorney;

(g)the Trustee may execute any of the trusts or powers hereunder or perform

any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not

be responsible for any misconduct or negligence on the part of any agent or attorney appointed

with due care by it hereunder;

(h)the Trustee shall not be deemed to have notice of any default or Event of

Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless

written notice of any event which is in fact such a default is received by the Trustee at the

Corporate Trust Office of the Trustee, and such notice references the Securities and this

Indenture;

(i)the rights, privileges, protections, immunities and benefits given to the

Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be

enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and

other Person employed to act hereunder; and

(j)the Trustee may request that the Company deliver a certificate setting forth

the names of individuals and/or titles of officers authorized at such time to take specified actions

39

pursuant to this Indenture, provided that the Trustee reasonably believes that the last such

certificate received from the Company or currently on file is no longer accurate.

Section 8.04Not 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. The Trustee makes no 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.

Section 8.05May Hold Securities. The Trustee, any Authenticating Agent, any Paying

Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its

individual or any other capacity, may become the owner or pledgee of Securities and, subject to

Sections 8.08 and 8.13, 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.

Section 8.06Money 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

with the Company.

Section 8.07Compensation and Reimbursement. The Company agrees:

(a)to pay to the Trustee from time to time such reasonable compensation for

its acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Security

Registrar and in all other capacities in which it is serving hereunder as the Company and the

Trustee shall from time to time agree in writing (which compensation shall not be limited by any

provision of law in regard to the compensation of a trustee of an express trust);

(b)except as otherwise expressly provided herein, to reimburse the Trustee

upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred

or made by the Trustee in accordance with any provision of this Indenture (including the

reasonable compensation, expenses and disbursements of its agents and counsel), except any

such expense, disbursement or advance as may be attributable to its negligence, bad faith or

willful misconduct; and

(c)to indemnify the Trustee and its agents, directors, employees and officers

for, and to hold them harmless against, any loss, claim, damage, liability or out-of-pocket

expense (including the reasonable compensation, expenses and disbursements of its agents and

counsel) incurred without negligence, bad faith or willful misconduct on its or their part, arising

out of or in connection with the acceptance or administration of the trust or trusts hereunder,

including the reasonable costs and out-of-pocket expenses of defending itself against any claim

or liability in connection with the exercise or performance of any of the Trustee’s powers or

duties hereunder, and of enforcing the terms hereof.

40

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 in such capacity, except funds held in trust for the payment of principal of, premium,

if any, or interest, if any, on particular Securities. If the Trustee incurs expenses or renders

services after the occurrence and during the continuance of an Event of Default, the expenses and

the compensation for the services will be intended to constitute expenses of administration under

Title 11 of the United States Bankruptcy Code or any applicable Federal or State law for the

relief of debtors. The provisions of this Section 8.07 shall survive the resignation or removal of

the Trustee and the termination of this Indenture.

Section 8.08Disqualification; Conflicting Interests. The Trustee shall comply with the

terms of section 310(b) of the Trust Indenture Act.

Section 8.09Corporate 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 of at least

$50,000,000 and 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 such supervising or examining authority, then for the purposes of this Section,

the combined capital and surplus of such corporation shall be deemed to be its combined capital

and surplus as set forth in its most recent report of condition so published. If at any time the

Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign

immediately in the manner and with the effect hereinafter specified in this Article.

Section 8.10Resignation 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 8.11.

(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 8.11 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, upon 30 days prior written

notice 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:

41

(i)the Trustee shall fail to comply with Section 8.08 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 8.09 and shall

fail to resign after written request therefor by the Company or 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, (i) the Company by

a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to

Section 7.14, 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.

(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 8.11. 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

8.11, 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 8.11, 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 case of definitive Securities, by first-class mail, postage prepaid, at such Holder’s address as

it appears in the Security Register and, in the case of Global Securities, through the facilities of

the Depository). Each notice shall include the name of the successor Trustee with respect to the

Securities of such series and the address of its Corporate Trust Office.

Section 8.11Acceptance of Appointment by Successor.

42

(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 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. 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.

(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. 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.

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 clause (a) and (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.

43

Section 8.12Merger, 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 without the

execution or filing of any paper or any further act on the part of any of the parties hereto,

provided such corporation shall be otherwise qualified and eligible under this Article. In case any

Securities shall have been authenticated, but not delivered, by the Trustee then in office, any

successor by merger, conversion or consolidation to such authenticating Trustee may adopt such

authentication and deliver the Securities so authenticated with the same effect as if such

successor Trustee had itself authenticated such Securities.

Section 8.13Preferential Collection of Claims. The Trustee shall comply with section

311(a) of the Trust Indenture Act, excluding any creditor relationship listed in section 311(b) of

the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to section

311(a) of the Trust Indenture Act to the extent indicated therein.

Section 8.14Appointment of Authenticating Agent. (a) At any time when any of the

Securities remain Outstanding, the Trustee may and, upon request of the Company, shall 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 2.06;

provided that the Trustee’s appointment of such Authenticating Agent shall be subject to the

Company’s approval at the time of and throughout such appointment. 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 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 such 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.

(b)Any corporation into which an Authenticating Agent may be merged or

converted or with which it may be consolidated, or any corporation resulting from any merger,

conversion or consolidation to which such Authenticating Agent shall be a party, or any

corporation succeeding to the corporate agency or corporate trust business of an Authenticating

44

Agent, shall continue to be an Authenticating Agent without the execution or filing of any paper

or any further act on the part of the Trustee or the Authenticating Agent, provided such

corporation shall be otherwise eligible under this Section.

(c)An Authenticating Agent may resign at any time by giving written notice

thereof to the Trustee and 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 the

Company, and the Trustee shall terminate any such agency promptly upon request by 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 and, upon request of the Company, shall appoint a successor

Authenticating Agent, provided that the Trustee’s appointment of such Authenticating Agent

shall be subject to the Company’s approval at the time of and throughout such appointment, and

shall send to all Holders of Securities of such series written notice of such appointment (in the

case of definitive Securities, by first-class mail, postage prepaid, to such Holders of Securities at

their addresses as they appear in the Security Register and, in the case of Global Securities,

through the facilities of the Depository) with respect to which such Authenticating Agent will

serve. 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.

(d)The Company agrees to pay to each Authenticating Agent from time to

time reasonable compensation for its services under this Section.

(e)If an appointment of an Authenticating Agent with respect to one or more

series is made pursuant to this Section, the Securities of such series may have endorsed thereon,

in lieu of 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.

Dated:

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,

as Trustee

By:

As Authenticating Agent

By:

Authorized Signatory

45

Section 8.15Consequential Damages. In no event shall the Trustee be responsible or

liable for special, indirect, or consequential loss or damage of any kind whatsoever (including,

but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the

likelihood of such loss or damage and regardless of the form of action.

Section 8.16Notices. The Trustee agrees to accept and act upon instructions or

directions pursuant to this Indenture sent by unsecured e-mail, pdf, electronic transmission or

other similar unsecured electronic methods, provided, however, that the Trustee shall have

received or have on file an incumbency certificate listing persons designated to give such

instructions or directions and containing specimen signatures of such designated persons, which

such incumbency certificate shall be amended and replaced whenever a person is to be added or

deleted from the listing. If the Company elects to give the Trustee e-mail or electronic

instructions (or instructions by a similar electronic method) and the Trustee in its discretion

elects to act upon such instructions, the Trustee’s understanding of such instructions shall be

deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising

directly or indirectly from the Trustee’s reliance upon and compliance with such instructions

notwithstanding such instructions conflict or are inconsistent with a subsequent written

instruction. The Company agrees to assume all risks arising out of the use of such electronic

methods by the Company to submit instructions and directions to the Trustee, including without

limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception

and misuse by third parties.

Section 8.17Force Majeure. In no event shall the Trustee be responsible or liable for

any failure or delay in the performance of its obligations hereunder arising out of or caused by,

directly or indirectly, forces beyond its control, including, without limitation, strikes, work

stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural

catastrophes or acts of God, governmental action, cybersecurity attacks, and interruptions, loss or

malfunctions of utilities, communications or computer (software and hardware) services; it being

understood that the Trustee shall use reasonable efforts to resume performance as soon as

practicable under the circumstances.

ARTICLE 9

HOLDERS’LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 9.01Company to Furnish Trustee Names and Addresses of Holders. If the

Trustee is not the Security Registrar, the Company will furnish or cause to be furnished to the

Trustee:

(a)semi-annually (at intervals of not more than six months), not later than 15

days after each Regular Record Date (or, if there is no Regular Record Date relating to a series,

semiannually on dates set forth in the Board Resolution or supplemental indenture with respect

to such series), a list, in such form as the Trustee may reasonably require, of the names and

addresses of the Holders as of such date, and

46

(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.

Section 9.02Preservation 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 9.01 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 9.01 upon receipt of a

new list so furnished.

(b)Holders of any series may communicate pursuant to section 312(b) of the

Trust Indenture Act with other Holders of that series or any other series with respect to their

rights under this Indenture or the Securities of that series or any other series. The Company, the

Trustee, the Registrar and any other Person shall have the protection of section 312(c) of the

Trust Indenture Act.

Section 9.03Reports by Trustee. (a) Within 60 days after May 15 of each year,

commencing the May 15 following the date of this Indenture, the Trustee shall, to the extent that

any of the events described in section 313(a) of the Trust Indenture Act occurred within the

previous 12 months, but not otherwise, mail to each Holder a brief report dated as of such date

that complies with section 313(a) of the Trust Indenture Act. The Trustee also shall comply with

sections 313(a), 313(b), 313(c) and 313(d) of the Trust Indenture Act.

(b)A copy of each report at the time of its mailing to Holders shall be mailed

to the Company and filed with the Commission and each securities exchange, if any, on which

the Securities of that series are listed.

(c)The Company shall notify the Trustee if the Securities of any series

become listed on any securities exchange or of any delisting thereof and the Trustee shall comply

with section 313(d) of the Trust Indenture Act.

Section 9.04Reports by Company. (a) Unless the Company has filed the information

referred to in clauses (i) and (ii) of this Section 9.04(a) with the Commission, the Company shall

post on its public website within the time periods specified in the Commission’s rules and

regulations for non-accelerated filers (which period shall be extended by the period of any

extension permitted by the Commission) (and shall make available to the Trustee for distribution

to a Holder upon any such Holder’s written request, without cost to any Holder, the following

reports within 15 days of the date the Company posts such reports on its public website):

(i)audited financial statements of the Company and its Subsidiaries,

together with the related report of the Company’s independent auditors thereon, prepared in

accordance with the requirements that would have been applicable to such audited financial

statements if appearing in an Annual Report on Form 10-K, or any successor or comparable

form, under the Exchange Act filed by the Company as a non-accelerated filer (within the

47

meaning of Rule 12b-2 under the Exchange Act) subject to the reporting requirements of Section

13 or Section 15(d) of the Exchange Act; and

(ii)unaudited interim financial statements of the Company and its

Subsidiaries, prepared in accordance with the requirements that would have been applicable to

such unaudited interim financial statements if appearing in a Quarterly Report on Form 10-Q, or

any successor or comparable form, under the Exchange Act filed by the Company as a non-

accelerated filer (within the meaning of Rule 12b-2 under the Exchange Act) subject to the

reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

(b)At any time the Company is subject to the reporting requirements of

Section 13 or Section 15(d) of the Exchange Act, the Company shall file with the Trustee and

make available to Holders (without exhibits), without cost to any Holder, all documents the

Company files with, or furnishes to, the Commission under the Exchange Act, within 15 days

after it files them with, or furnishes such documents to the Commission. Any such documents

that are publicly available through the EDGAR system of the Commission (or any successor

system) shall be deemed to have been filed with the Trustee and made available to Holders in

accordance with the Company’s obligations hereunder.

(c)If at any time that the Company is not subject to Section 13 or Section

15(d) of the Exchange Act, and to the extent not satisfied by Section 9.04(a) and Section 9.04(b),

the Company shall furnish to the Holders of the Securities, securities analysts, prospective

investors, upon their request, the information required to be delivered pursuant to Rule

144A(d)(4) under the Securities Act.

(d)The Company shall furnish annually to the Trustee statements as to the

Company’s compliance with all conditions and covenants under this Indenture, or if there has

been a default in the fulfillment of any such obligation, covenant or condition, specifying each

such default known to him and the nature and the status thereof.

(e)Delivery of any information, documents and reports to the Trustee

pursuant to clauses (a), (b), (c) and (d) of this Section 9.04 is for informational purposes only and

the Trustee’s receipt of such items shall not constitute constructive notice of any information

contained therein or determinable from information contained therein, including the Company’s

compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely

exclusively on Officers’ Certificates).

ARTICLE 10

SUPPLEMENTAL INDENTURES

Section 10.01Supplemental Indentures Without Consent of Holders. Without the consent

of any Holders, the Company, when authorized by a Board Resolution, and the Trustee (at the

direction of the Company) at any time and from time to time, may enter into one or more

indentures supplemental hereto for any of the following purposes:

48

(a)to evidence the succession of another corporation or Person to the

Company and the assumption by any such successor of the obligations of the Company

contained therein and in the Securities;

(b)to add to the covenants of the Company, or to surrender any right or power

herein conferred upon the Company, for the benefit of the Holders of the Securities of any or all

series (and if such covenants or the surrender of such right or power are to be for the benefit of

less than all series of Securities, stating that such covenants are expressly being included or such

surrenders are expressly being made solely for the benefit of one or more specified series), unless

to do so would adversely affect the rights of the Holders of Outstanding Securities of any series

in any material respect;

(c)to cure any ambiguity or to correct any provision herein which may be

inconsistent with any other provision herein; or to make any other provisions with respect to

matters or questions arising under this Indenture unless to do so would adversely affect the rights

of the Holders of Outstanding Securities of any series in any material respect;

(d)to add to this Indenture any provisions that may be expressly permitted by

the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of

the Trust Indenture Act as in effect at the date as of which this instrument was executed or any

corresponding provision in any similar federal statute hereafter enacted;

(e)to establish any form or terms of Security, as provided in Section 2.03, to

provide for the issuance of any series of Securities as provided in Article 2 and to set forth the

terms thereof, and/or to add to the rights of the Holders of the Securities of any series;

(f)to evidence and provide for the acceptance of appointment by another

corporation as a successor Trustee hereunder with respect to one or more series of Securities and

to add to or change any of the provisions of this Indenture as shall be necessary to provide for or

facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section

8.11; or

(g)to add any additional Events of Default in respect of the Securities of any

or all series (and if such additional Events of Default are to be in respect of less than all series of

Securities, stating that such Events of Default are expressly being included solely for the benefit

of one or more specified series) unless to do so would adversely affect the rights of the Holders

of Outstanding Securities of any series in any material respect;

(h)to provide for uncertificated Securities in addition to or in place of

certificated Securities and to provide for bearer Securities; provided that uncertificated Securities

are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of

1986, as amended;

(i)to add one or more guarantees for the benefit of holders of any series of

securities; or

49

(j)to secure the Securities of any series pursuant to Section 5.06 or otherwise;

(k)to make any change necessary to comply with any requirement of the

Commission in connection with the qualification of this Indenture or any supplemental indenture

under the Trust Indenture Act.

Section 10.02Supplemental Indentures with Consent of Holders. (a) With the consent of

the Holders of not less than a majority in principal amount of the Outstanding Securities of each

series affected by such supplemental indenture or indentures (acting as one class), by Act of said

Holders delivered to the Company and the Trustee (in accordance with Section 1.04 hereof), the

Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture

or indentures supplemental hereto for the purpose of adding any provisions to or changing in any

manner or eliminating any of the provisions of this Indenture or of modifying in any manner the

rights of the Holders of the Securities of each such series under this Indenture; provided,

however, that no such supplemental indenture may, without the consent of the Holder of each

Outstanding Security affected thereby:

(i)change the Maturity of the principal of, or the Stated Maturity of

any premium on, or any installment of interest on, any Security, or reduce the principal amount

thereof or the interest or any premium thereon, or change the method of computing the amount of

principal thereof or interest thereon on any date or change any Place of Payment where, or the

coin or currency in which, any Security or any premium or interest thereon is payable, or impair

the right to institute suit for the enforcement of any such payment on or after the Maturity or the

Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment, on or

after the Redemption Date or the Repayment Date, as the case may be);

(ii)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;

(iii)modify any of the provisions of this Section 10.02 or Section 7.13,

except to increase any such percentage or to provide that certain other provisions of this

Indenture cannot be modified or waived without the consent of the Holder of each Outstanding

Security affected thereby;

(iv)reduce the rate of or extend the stated time for payment of interest

thereon; or

(v)impair or adversely affect the right of any Holder to institute suit

for the enforcement of any payment on, or with respect to, the Securities of any series on or after

the Stated Maturity of such Securities (or in the case of redemption, on or after the Redemption

Date).

50

(b)For purposes of this Section 10.02, if the Securities of any series are

issuable upon the exercise of warrants, each holder of an unexercised and unexpired warrant with

respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in

the amount issuable upon the exercise of such warrant. For such purposes, the ownership of any

such warrant shall be determined by the Company in a manner consistent with customary

commercial practice. The Trustee for such series shall be entitled to rely on an Officers’

Certificate as to the principal amount of Securities of such series in respect of which consents

shall have been executed by holders of such warrants.

(c)A supplemental indenture which changes or eliminates any covenant or

other provision of this Indenture which has expressly been included solely for the benefit of one

or more particular series of Securities, or which modifies the rights of the Holders of Securities

of such series with respect to such covenant or other provision, shall be deemed not to affect the

rights under this Indenture of the Holders of Securities of any other series.

(d)It shall not be necessary for any Act of Holders under this Section to

approve the particular form of any proposed supplemental indenture, but it shall be sufficient if

such Act shall approve the substance thereof.

(e)The Company may set a record date for purposes of determining the

identity of Holders of Securities entitled to consent pursuant to this Section. Such record date

shall be the later of (i) 30 days prior to the first solicitation of such consent or (ii) the date of the

most recent list of Holders furnished to the Trustee pursuant to Section 9.01 prior to such

solicitation.

Section 10.03Execution 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 8.01) shall be fully protected in relying upon, an Officers’

Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture

is authorized or permitted by this Indenture and complies with the provisions hereof (including

Section 10.05). The Trustee shall not be obligated to, enter into any such supplemental indenture

which affects the Trustee’s own rights, duties, or immunities or liabilities under this Indenture or

otherwise.

Section 10.04Effect of Supplemental Indentures. Upon the execution of any

supplemental indenture under this Article, this Indenture shall be modified in accordance

therewith, and such supplemental indenture shall form a part of this Indenture for all purposes.

Every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall

be bound thereby.

Section 10.05Conformity with Trust Indenture Act. Every supplemental indenture

executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act, as

then in effect, to the extent that a supplemental indenture is required to conform to the Trust

Indenture Act, as then in effect.

51

Section 10.06Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any supplemental indenture

pursuant to this Article may, and shall if required by the Trustee, bear a notation in form

approved by the Trustee as to any matter provided for in such supplemental indenture. If the

Company shall so determine, new Securities 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 such Securities may be authenticated and delivered by the

Trustee, in exchange for Outstanding Securities of such series.

ARTICLE 11

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 11.01Satisfaction and Discharge of Indenture. (a) This Indenture shall upon

Company Request cease to be of further effect with respect to Securities of any series (except as

to any surviving rights of registration of transfer or exchange of Securities of such series and

replacement of lost, stolen or mutilated Securities of such series herein expressly provided for),

and the Trustee, on the demand of and at the expense of the Company, shall execute instruments

acknowledging satisfaction and discharge of this Indenture with respect to such series, when:

(i)Either:

(A)all Securities of such series theretofore authenticated and

delivered have been delivered to the Trustee for cancellation (other than

(1) Securities of such series which have been destroyed, lost or stolen and

which have been replaced or paid as provided in Section 2.06 and (2)

Securities of such series for whose payment money has theretofore been

deposited in trust or segregated and held in trust by the Company and

thereafter repaid to the Company or discharged from such trust, as

provided in Section 5.03); or

(B)all such Securities of such series not theretofore delivered

to the Trustee for cancellation:

(1)have become due and payable, or

(2)will become due and payable at their Stated

Maturity within one year, or

(3)are to be called for redemption within one year

under arrangements satisfactory to the Trustee for the giving of

notice of redemption,

and the Company, in the case of clauses (1), (2) or (3) above, has deposited or caused to be

deposited with the Trustee cash or, in the case of securities payable only in U.S. dollars, U.S.

Government Obligations (as defined in Section 11.05) as trust funds in trust for the purpose an

52

amount sufficient to pay and discharge the entire indebtedness on such Securities of such series

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 of such series which have become

due and payable) or to the Stated Maturity or Redemption Date, as the case may be, provided that

with respect to any discharge in connection with any redemption that requires the payment of a

“make-whole” amount, the amount deposited shall be sufficient for purposes of this Indenture to

the extent that an amount is deposited with the Trustee equal to such “make-whole” amount

calculated as of the date of the discharge, with any deficit as of the date of redemption (any such

amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or

prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officers’

Certificate delivered to the Trustee at least two Business Days prior to the redemption date that

confirms that the deposit of such Applicable Premium Deficit shall be applied toward such

redemption; and

(ii)the Company has paid or caused to be paid all other sums payable

hereunder by the Company; and

(iii)the Company has delivered to the Trustee an Officers’ Certificate

and an Opinion of Counsel, each stating that all conditions precedent herein provided for the

satisfaction and discharge of this Indenture have been complied with.

(b)At any time when no Securities of any series are outstanding, this

Indenture shall upon Company Request cease to be of further effect and the Trustee, at the

expense of the Company, shall execute instruments of satisfaction and discharge of this

Indenture.

(c)Notwithstanding the satisfaction and discharge of this Indenture, the

obligations of the Company to the Trustee under Section 8.07 and, if money shall have been

deposited with the Trustee pursuant to Section 11.01(a)(i)(B), the obligations of the Trustee

under Section 11.06 and Section 5.03(e) shall survive.

Section 11.02Company’s Option to Effect Defeasance or Covenant Defeasance. Unless

pursuant to Section 2.01 provision is made for either or both of (a) defeasance of the Securities

of another series under Section 11.03 not to be applicable with respect to the Securities of a

particular series or (b) covenant defeasance of the Securities of another series under Section

11.04 not to be applicable with respect to the Securities of such particular series, then the

provisions of such Sections, together with the other provisions of Sections 11.03, 11.04, 11.05

and 11.06, shall be applicable to the Securities of such particular series, and the Company may at

its option by or pursuant to a Board Resolution, at any time, with respect to the Securities of such

particular series, elect to have either Section 11.03 or Section 11.04 be applied to the

Outstanding Securities of such series upon compliance with the conditions set forth below in

Sections 11.03, 11.04, 11.05 and 11.06.

Section 11.03Defeasance and Discharge. Upon the Company’s exercise of the option

set forth in Section 11.02 and satisfaction of the conditions to defeasance set forth in Section

11.05, the Company shall be deemed to have been discharged from its obligations with respect to

53

the Outstanding Securities of such series on the date the conditions set forth below are satisfied

(hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be

deemed to have paid and discharged the entire indebtedness represented by the Outstanding

Securities of such series and to have satisfied all its other obligations under such Securities and

this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the

Company, shall execute instruments acknowledging the same), except for the following which

shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of

Outstanding Securities of such series to receive, solely from the trust fund described in Section

11.05 and as more fully set forth in such Section, payments in respect of the principal of (and

premium, if any) and interest on such Securities when such payments are due, (b) the Company’s

obligations with respect to such Securities under Sections 2.04, 2.05, 2.06, 5.02 and 5.03, (c) the

rights, powers, trusts, duties, and immunities of the Trustee under Sections 2.05, 2.06, 2.07, 2.08,

2.09, 5.03(e), 8.07 and 11.06 and otherwise the duty of the Trustee to authenticate Securities of

such series issued on registration of transfer or exchange and (d) Sections 11.03, 11.04, 11.05

and 11.06. Subject to compliance with Sections 11.03, 11.04, 11.05 and 11.06, the Company

may exercise its option under this Section 11.03 notwithstanding the prior exercise of its option

under Section 11.04 with respect to the Securities of such series.

Section 11.04Covenant Defeasance. Upon the Company’s exercise of the option set

forth in Section 11.02 and satisfaction of the conditions to defeasance set forth in Section 11.05,

the Company shall be released from its obligations under Sections 5.04, 5.05, 5.06, 6.01 and 9.04

and any other covenants to be applicable to the Securities of a series as specified pursuant to

Section 2.01 unless specified otherwise pursuant to such Section (and the failure to comply with

any such provisions shall not constitute a default or Event of Default under Section 7.01), and the

occurrence of any event described in Sections 7.01 (d), (e) and (h) and any other events of

default to be applicable to the Securities of a series as specified pursuant to Section 2.01 unless

specified otherwise pursuant to such Section shall not constitute a default or Event of Default

hereunder, with respect to the Outstanding Securities of such series on and after the date the

conditions set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose,

such covenant defeasance means that, with respect to the Outstanding Securities of such series,

the Company may omit to comply with and shall have no liability in respect of any term,

condition or limitation set forth in any such Section with respect to it, whether directly or

indirectly by reason of any reference elsewhere herein to any such Section or by reason of any

reference in any such Section to any other provision herein or in any other document, but the

remainder of this Indenture and such Securities shall be unaffected thereby.

Section 11.05Conditions to Defeasance or Covenant Defeasance. The following shall be

the conditions to application of either Section 11.03 or Section 11.04 to the Outstanding

Securities of such series:

(a)the Company shall irrevocably have deposited or caused to be deposited

with the Trustee (or another trustee satisfying the requirements of Section 8.09 who shall agree

to comply with the provisions of this Article applicable to it) as trust funds in trust for the

purpose of making the following payments, specifically pledged as security for, and dedicated

solely to, the benefit of the holders of such Securities, (i) money in an amount, or (ii) U.S.

54

Government Obligations which through the scheduled payment of principal and interest in

respect thereof in accordance with their terms will provide, not later than the due date of any

payment, money in an amount, or (iii) a combination thereof, sufficient, without reinvestment, to

pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay

and discharge, (A) the principal of (and premium, if any) on and each installment of principal of

(premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity

of such principal or installment of principal or interest and (B) any mandatory sinking fund

payments or analogous payments applicable to the Outstanding Securities of such series on the

day on which such payments are due and payable in accordance with the terms of this Indenture

and of such Securities, provided that with respect to any discharge in connection with any

redemption that requires the payment of a “make-whole” amount, the amount deposited shall be

sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee

equal to such “make-whole” amount calculated as of the date of the discharge, with any deficit as

of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to

be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium

Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least two Business

Days prior to the redemption date that confirms that the deposit of such Applicable Premium

Deficit shall be applied toward such redemption. For this purpose, “U.S. Government

Obligations” means securities that are (x) direct obligations of the United States of America for

the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled

or supervised by and acting as an agency or instrumentality of the United States of America the

payment of which is unconditionally guaranteed as a full faith and credit obligation by the United

States of America, which, in either case, are not callable or redeemable at the option of the issuer

thereof, and shall also include a depository receipt issued by a bank (as defined in section 3(a)(2)

of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a

specific payment of principal of or interest on any such U.S. Government Obligation held by

such custodian for the account of the holder of such depository receipt, provided that (except as

required by law) such custodian is not authorized to make any deduction from the amount

payable to the holder of such depository receipt from any amount received by the custodian in

respect of the U.S. Government Obligation or the specific payment of principal of or interest on

the U.S. Government Obligation evidenced by such depository receipt;

(b)no Event of Default with respect to the Securities of such series shall have

occurred and be continuing on the date of such deposit or during the period ending on the 91st

day after such date (other than an Event of Default resulting from borrowing of funds to be

applied to such deposit and the grant of any Lien securing such borrowing);

(c)such defeasance or covenant defeasance shall not cause the Trustee for the

Securities of such series to have a conflicting interest for purposes of the Trust Indenture Act

with respect to any securities of the Company;

(d)such defeasance or covenant defeasance shall not result in a breach or

violation of, or constitute a default under, any other agreement or instrument to which the

Company is a party or by which it is bound;

55

(e)such defeasance or covenant defeasance shall not cause any Securities of

such series then listed on any registered national securities exchange under the Exchange Act to

be delisted;

(f)in the case of an election under Section 11.03, the Company shall have

delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from,

or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this

Indenture there has been a change in the applicable Federal income tax law, in either case to the

effect that, and based thereon such opinion shall confirm that, the beneficial owners of the

Outstanding Securities of such series will not recognize income, gain or loss for Federal income

tax purposes as a result of such defeasance and will be subject to Federal income tax on the same

amounts, in the same manner and at the same times as would have been the case if such

defeasance had not occurred;

(g)in the case of an election under Section 11.04, the Company shall have

delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the

Outstanding Securities of such series 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;

(h)such defeasance or covenant defeasance shall be effected in compliance

with any additional terms, conditions or limitations which may be imposed on the Company in

connection therewith pursuant to Section 2.01;

(i)the Company shall have delivered to the Trustee an Officers’ Certificate

and an Opinion of Counsel, each stating that all conditions precedent relating to either the

defeasance under Section 11.03 or the covenant defeasance under Section 11.04, as the case may

be, have been complied with and that such defeasance or covenant defeasance shall not cause

any Securities of such series then listed on any registered national securities exchange under the

Exchange Act to be delisted;

(j)the Company shall have delivered to the Trustee an Officers’ Certificate

stating that the deposit was not made by the Company with the intent of preferring the Holders

over the other creditors of the Company or with the intent of defeating, hindering, delaying or

defrauding any creditors of the Company or others; and

(k)the Company shall have delivered to the Trustee an Opinion of Counsel

stating that the such deposit under Section 11.06 shall not result in the trust arising from such

deposit constituting an investment company (as defined in the Investment Company Act of 1940,

as amended), or such trust shall be qualified under such Act or exempt from registration

hereunder.

Section 11.06Deposited Money and U.S. Government Obligations to be Held in Trust;

Other Miscellaneous Provisions. Subject to the provisions of Section 5.03(e), all money

deposited with the Trustee (or other qualifying trustee, collectively, for purposes of this Section

56

11.06, the “Trustee”), all money and U.S. Government Obligations deposited with the Trustee

and all money received by the Trustee in respect of U.S. Government Obligations deposited with

the Trustee, pursuant to Section 11.01 or 11.05, in respect of the Outstanding Securities of such

series shall be held in trust and applied by the Trustee, in accordance with the provisions of such

Securities and this Indenture, to the payment, either directly or through any Paying Agent

(including the Company acting as its own 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

(and premium, if any) and interest, but such money need not be segregated from other funds

except to the extent required by law.

(a)The Company shall pay and indemnify the Trustee against any tax, fee or

other charge imposed on or assessed against the U.S. Government Obligations deposited

pursuant to Section 11.05 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 of such series.

(b)Anything in this Article to the contrary notwithstanding, the Trustee shall

deliver or pay to the Company from time to time upon Company Request any money or U.S.

Government Obligations held by it as provided in Section 11.05 which, in the opinion of a

nationally recognized firm of independent public accountants expressed in a written certification

thereof delivered to the Trustee, are in excess of the amount thereof which would then be

required to be deposited to effect an equivalent defeasance or covenant defeasance and pay any

obligations owed or accrued in favor of the Trustee.

[Signature Page to the Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly

executed as of the date first above written.

	MOBILITY GLOBAL INC. By:/s/ Matthew A. Calderone Name:Matthew A. Calderone Title:  Chief Financial Officer
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By:/s/ April Bradley Name:April Bradley Title:  Vice President