META PLATFORMS, INC.
Reconciliation and tie between Trust Indenture
Act of 1939 and Indenture, dated as of August 9, 2022.
| § 310(a)(1) |
7.11 |
| (a)(2) |
7.11 |
| (a)(3) |
Not Applicable |
| (a)(4) |
Not Applicable |
| (a)(5) |
7.11 |
| (b) |
7.11 |
| § 311(a) |
7.12 |
| (b) |
7.12 |
| § 312(a) |
2.06 |
| (b) |
11.03 |
| (c) |
11.03 |
| § 313(a) |
7.06 |
| (b)(1) |
7.06 |
| (b)(2) |
7.06 |
| (c) |
7.06 |
| (d) |
7.06 |
| § 314(a) |
4.02, 4.03 |
| (b) |
Not Applicable |
| (c)(1) |
11.04 |
| (c)(2) |
11.04 |
| (c)(3) |
Not Applicable |
| (d) |
Not Applicable |
| (e) |
11.05 |
| (f) |
Not Applicable |
| § 315(a) |
7.01 |
| (b) |
7.05 |
| (c) |
7.01 |
| (d) |
7.01 |
| (e) |
6.14 |
| § 316(a) |
2.10 |
| (a)(1)(A) |
6.12 |
| (a)(1)(B) |
6.13 |
| (a)(2) |
Not Applicable |
| (b) |
6.08 |
| (c) |
9.05 |
| § 317(a)(1) |
6.03 |
| (a)(2) |
6.04 |
| (b) |
2.05 |
| § 318(a) |
11.01 |
Note: This reconciliation and tie shall not, for any purpose, be deemed
to be part of the Indenture.
Indenture dated as of August 9, 2022, between Meta
Platforms, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (the “Trustee”).
Each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
ARTICLE
1
Definitions and Incorporation by Reference
Section 1.01.
Definitions. Unless otherwise expressly provided in any Officer’s Certificate, any supplemental indenture hereto or
any Board Resolution with respect to any series of Securities, the terms set forth in this Article 1 shall have the meanings assigned
to them in this Article 1.
“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 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.
“Agent” means any Registrar,
Paying Agent, co-agent, co-registrar or Service Agent.
“Authorized Newspaper” means
a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice
in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice.
“Board of Directors” means the
Board of Directors of the Company or any duly authorized committee thereof.
“Board Resolution” means a copy
of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of Directors or
pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to
the Trustee.
“Business Day” means, unless
otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, each day
which is not a Legal Holiday.
“Capital Stock” of any Person
means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however
designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.
“Company” means the party named
as such above until a successor replaces it and thereafter means the successor.
“Company Order” means a written
order signed in the name of the Company by two Officers, one of whom must be the Company’s principal executive officer, principal
financial officer or principal accounting officer.
“Company Request” means a written
request signed in the name of the Company by its Chairman of the Board of Directors, a President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.
“Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust business relating to this Indenture shall be principally
administered, which as of the date of this Indenture shall be located at: 1 California Street, Suite 1000, San Francisco, CA 94111.
“Debt” of any Person as of any
date means, without duplication, all indebtedness of such Person in respect of borrowed money, including all interest, fees and expenses
owed in respect thereto (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof),
or evidenced by bonds, notes, debentures or similar instruments.
“Default” means any event which
is, or after notice or passage of time would be, an Event of Default.
“Depositary” means, with respect
to the Securities of any Series issuable or issued in whole or in part in the form of one or more Registered Global Securities, the Person
designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any Series
shall mean the Depositary with respect to the Securities of such Series.
“Discount Security” means any
Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.02.
“Dollars” means the currency
of the United States of America.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“Foreign Currency” means any
currency or currency unit issued by a government other than the government of the United States of America.
“Foreign Government Obligations”
means with respect to Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that
issued or caused to be issued such currency (or which recognizes such currency as lawful in its jurisdiction) for the payment of which
obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by or acting as an agency or
instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by
such government, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof.
“Holder” or “Securityholder”
means a Person in whose name a Security is registered in the Register.
“Indenture” means this Indenture
as originally executed and delivered and as supplemented or amended from time to time and shall include the form and terms of particular
Series of Securities established as contemplated hereunder.
“interest” with respect to any
Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.
“Maturity,” when used with respect
to any Security or installment of principal thereof, means the date on which the principal of such Security or such 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,
notice of option to elect repayment or otherwise.
“Officer” means the Chairman
of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice-President, the Treasurer, the Secretary,
any Assistant Treasurer or any Assistant Secretary of the Company.
“Officer’s Certificate”
means a certificate signed by an Officer of the Company.
“Opinion of Counsel” means a
written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company
or the Trustee.
“Person” means any individual,
corporation, partnership, joint venture, association, limited liability company, 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 specified in accordance with Section 2.02 where the principal
of and any premium and interest on the Securities of that Series are payable, or if not so specified, in accordance with Section 4.06.
“Preferred Stock,” as applied
to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment
of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.
“principal” of a Security means
the principal of the Security plus, when appropriate, the premium, if any, on the Security.
“Registered Global Security”
or “Registered Global Securities” means a Security or Securities, as the case may be, in the form established pursuant
to Section 2.02 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered
in the name of such Depositary or nominee.
“Responsible Officer” shall
mean, when used with respect to the Trustee, any officer within 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 person’s knowledge of or familiarity with the particular subject.
“SEC” means the Securities and
Exchange Commission.
“Securities” means the debentures,
notes or other debt instruments of the Company of any Series authenticated and delivered under this Indenture.
“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.
“Senior Debt” means the principal
of, premium, if any, unpaid interest, and all fees and other amounts payable in connection with the following, whether outstanding on
the date hereof or thereafter created, incurred, assumed or guaranteed, on (x)the Debt of the Company, for money borrowed other than (a)
any Debt of the Company which when incurred and without respect to any election under Section 1111(b) of the Federal Bankruptcy Code,
was without recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) any liability for taxes and (d) Trade
Payables, unless the instrument creating or evidencing the same or pursuant to which the same is outstanding provides that such Debt is
not senior or prior in right of payment to the applicable Subordinated Securities, (y) all obligations of the Company under interest rate,
currency and commodity swaps, caps, floors, collars, hedge arrangements, forward contracts or similar agreements or arrangements and (z)
renewals, extensions, modifications and refundings of any such Debt. This definition may be modified or superseded by a supplemental indenture.
“Senior Securities” means Securities
other than Subordinated Securities.
“Series” or “Series
of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections
2.01 and 2.02 hereof.
“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 (without regard
for any provisions for acceleration, redemption prepayment or otherwise).
“Subordinated Securities” means
Securities that by the terms established pursuant to Section 2.02(i) are subordinated in right of payment to Senior Debt of the Company.
“Subordination Provisions,”
when used with respect to the Subordinated Securities of any Series, shall have the meaning established pursuant to Section 2.02(i) with
respect to the Subordinated Securities of such Series.
“Subsidiary” of any Person means
any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital
Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii)
such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.
“TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.
“Trade Payables” means accounts
payable or any other monetary obligations to trade creditors created or assumed by the Company or any Subsidiary of the Company in the
ordinary course of business in connection with the receipt of materials or services.
“Trust Officer” means any officer
within the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture.
“Trustee” means the Person named
as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then
a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities
of any Series shall mean the Trustee with respect to Securities of that Series.
“U.S. Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including
any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer’s option.
Section 1.02.
Other Definitions.
| Term |
Defined in Section |
|
“Applicable Premium Deficit”
“Bankruptcy Law”
|
8.01
6.01 |
| “Custodian” |
6.01 |
| “Event of Default” |
6.01 |
| “Judgment Currency” |
11.16 |
| “Legal Holiday” |
11.07 |
| “mandatory sinking fund payment” |
12.01 |
| “Market Exchange Rate” |
11.15 |
| “New York Banking Day” |
11.16 |
| “optional sinking fund payment” |
12.01 |
| “Paying Agent” |
2.04 |
| “Register” |
2.04 |
| “Registrar” |
2.04 |
| “Required Currency” |
11.16 |
| “Service Agent” |
2.04 |
| “successor person” |
5.01 |
Section 1.03.
Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:
“indenture securities” means
the Securities.
“indenture security holder”
means a Securityholder.
“indenture to be qualified”
means this Indenture.
“indenture trustee” or “institutional
trustee” means the Trustee.
“obligor” on the indenture securities
means the Company and any successor obligor upon the Securities.
All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein
are used herein as so defined.
Section 1.04.
Rules of Construction. Unless the context otherwise requires:
(i)
a term has the meaning assigned to it;
(ii)
an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles;
(iii)
references to “generally accepted accounting principles” shall mean generally accepted accounting principles in effect
as of the time when and for the period as to which such accounting principles are to be applied;
(iv)
“or” is not exclusive; and
(v)
words in the singular include the plural, and in the plural include the singular.
ARTICLE
2
The Securities
Section 2.01.
Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture
is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth
in a Board Resolution, a supplemental indenture or an Officer’s Certificate detailing the adoption of the terms thereof pursuant
to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution,
Officer’s Certificate or supplemental indenture may provide for the method by which specified terms (such as interest rate, maturity
date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any
matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.
Section 2.02.
Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following
shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series
or as to the Series generally in the case of Subsections 2.02(b) through 2.02(x)) by a Board Resolution, a supplemental indenture or an
Officer’s Certificate pursuant to authority granted under a Board Resolution:
(a)
the title and designation of the Securities of the Series, which shall distinguish the Securities of the Series from the Securities
of all other Series, and which may be part of a Series of Securities previously issued;
(b)
any limit upon the aggregate principal amount of the Securities of the Series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other
Securities of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.06);
(c)
if other than Dollars, the Foreign Currency or Foreign Currencies in which the Securities of the Series are denominated;
(d)
the date or dates on which the principal of the Securities of the Series is payable or the method of determination thereof;
(e)
the rate or rates (which may be fixed or variable) at which the Securities of the Series shall bear interest, if any, the date
or dates from which such interest shall accrue, on which such interest shall be payable, the terms and conditions of any deferral of interest
and the additional interest, if any, thereon, the right, if any, of the Company to extend the interest payment periods and the duration
of the extensions and the date or dates on which a record shall be taken for the determination of Holders to whom interest is payable
and/or the method by which such rate or rates or date or dates shall be determined;
(f)
the place or places where and the manner in which, the principal of and any interest on Securities of the Series shall be payable;
(g)
the right, if any, of the Company to redeem Securities, in whole or in part, at its option and the period or periods within which,
or the date or dates on which, the price or prices at which and any terms and conditions upon which Securities of the Series may be so
redeemed, pursuant to any sinking fund or otherwise;
(h)
the obligation, if any, of the Company to redeem, purchase or repay Securities of the Series pursuant to any mandatory redemption,
sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within
which or the date or dates on which, and any terms and conditions upon which Securities of the Series shall be redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;
(i)
if the Securities of such Series are Subordinated Securities, the terms pursuant to which the Securities of such Series will be
made subordinate in right of payment to Senior Debt and the definition of such Senior Debt with respect to such Series (in the absence
of an express statement to the effect that the Securities of such Series are subordinate in right of payment to all such Senior Debt,
the Securities of such Series shall not be subordinate to Senior Debt and shall not constitute Subordinated Securities); and, in the event
that the Securities of such Series are Subordinated Securities, such Board Resolution, Officer’s Certificate or supplemental indenture,
as the case may be, establishing the terms of such Series shall expressly state which articles, sections or other provisions thereof constitute
the “Subordination Provisions” with respect to the Securities of such Series;
(j)
if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities
of the Series shall be issuable;
(k)
if other than the principal amount thereof, the portion of the principal amount of Securities of the Series which shall be payable
upon declaration of acceleration of the maturity thereof and the terms and conditions of any acceleration;
(l)
if other than the coin, currency or currencies in which the Securities of the Series are denominated, the coin, currency or currencies
in which payment of the principal of or interest on the Securities of such Series shall be payable, including composite currencies or
currency units;
(m)
if the principal of or interest on the Securities of the Series are to be payable, at the election of the Company or a Holder thereof,
in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made;
(n)
if the amount of payments of principal of and interest on the Securities of the Series may be determined with reference to an index
or formula based on a coin, currency, composite currency or currency unit other than that in which the Securities of the Series are denominated,
the manner in which such amounts shall be determined;
(o)
if the Securities of the Series will be issuable as Registered Global Securities (whether upon original issue or upon exchange
of a temporary Security of such Series);
(p)
whether and under what circumstances the Company will pay additional amounts on the Securities of the Series held by a person who
is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem the Securities of the Series rather than pay such additional amounts;
(q)
if the Securities of the Series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and
terms of such certificates, documents or conditions;
(r)
any trustees, depositaries, authenticating or paying agents, transfer agents or registrars of any other agents with respect to
the Securities of such Series;
(s)
any deletion from, modification of or addition to the Events of Default or covenants with respect to the Securities of such Series,
including, if applicable, covenants affording Holders of debt protection with respect to the Company’s operations, financial conditions
and transactions involving the Company;
(t)
if the Securities of the Series are to be convertible into or exchangeable for any other security or property of the Company, including,
without limitation, securities of another Person held by the Company or its Affiliates and, if so, the terms thereof, including conversion
or exchange prices or rate and adjustments thereto;
(u)
[reserved];
(v)
any provisions for remarketing;
(w)
the terms applicable to any Securities issued at a discount from their stated principal amount; and
(x)
any other terms of the Series.
All Securities of any one Series need not be issued
at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the
Board Resolution, supplemental indenture or Officer’s Certificate referred to above, and the authorized principal amount of any
Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officer’s Certificate.
Section 2.03.
Execution and Authentication. One or more Officers shall sign the Securities for the Company by manual, electronic or facsimile
signature.
If an Officer whose signature is on a Security
no longer holds that office at the time the Security is authenticated, the Security shall be valid nevertheless so long as such individual
was an Officer at the time of execution of the Security.
A Security shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.
The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication
unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate.
The aggregate principal amount of Securities of
any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution,
supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.02, except as provided in Section 2.08.
Prior to the issuance of Securities of any Series,
the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental
indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with
Section 11.04, and (c) an Opinion of Counsel complying with Section 11.04.
The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may
not lawfully be taken; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability
to Holders of any then outstanding Series of Securities.
The Trustee may appoint an authenticating agent
reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by
a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate.
Section 2.04.
Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places
specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer
or exchange ( “Registrar”) and
where notices
and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served ( “Service Agent”).
The Registrar shall keep a register with respect to each Series of Securities (the “Register”) and to their transfer and
exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address,
of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and 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; provided that the Corporate Trust Office shall not be an office or
agency of the Company for the purpose of effecting service of legal process on the Company.
The Company may also from time to time designate
one or more co-registrars, additional paying agents or additional service agents 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 obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.02 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 name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent”
includes any additional service agent.
The Company hereby appoints the Trustee the initial
Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be,
is appointed prior to the time Securities of that Series are first issued. The Company or any of its domestically organized Subsidiaries
may act as Paying Agent, Registrar or Service Agent. So long as the Trustee is the Service Agent, no service of legal process on the Company
may be made on the Service Agent.
The rights, privileges, protections, immunities
and benefits given to the Trustee under this Indenture 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 acting hereunder.
The Company shall enter into an appropriate agency
agreement with any Registrar, Paying Agent or Service Agent not a party to this Indenture, which shall incorporate the terms of the TIA.
The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of any such agent.
The Company may remove any Registrar, Paying Agent
or Service Agent for any Series of Securities upon written notice to such Registrar, Paying Agent or Service Agent and to the Trustee;
provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as
evidenced by an appropriate agreement entered into by the Company and such successor Registrar, Paying Agent or
Service
Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar,
Paying Agent or Service Agent, as the case may be, until the appointment of a successor in accordance with clause (1) above. The Registrar,
Paying Agent or Service Agent may resign at any time upon written notice; provided, however, that the Trustee may resign
as Paying Agent, Registrar or Service Agent only if the Trustee also resigns as Trustee in accordance with Section 7.09. Upon any
Event of Default under Section 6.01(d) or (e), the Trustee shall automatically be the Paying Agent.
Section 2.05.
Paying Agent to Hold Money in Trust. Prior to each due date of the principal and interest on any Series of Securities, the
Company shall deposit with the Paying Agent (or if the Company or a Subsidiary is acting as Paying Agent, segregate and hold in trust
for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust, for the benefit
of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or
interest on the Series of Securities, and shall notify the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying
Agent.
Section 2.06.
Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA §
312(a). If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee at least five
Business Days before each interest payment date, but in any event not less frequently than semi-annually, and at such other times as the
Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses
of Securityholders of each Series of Securities.
Section 2.07.
Exchange and Registration of Transfer. The Company shall cause to be kept at the Corporate Trust Office the Register in
which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities of a Series
and of transfers of Securities of such Series. The Register shall be in written form or in any form capable of being converted into written
form within a reasonably prompt period of time.
Upon surrender for registration of transfer of
any Security of a Series to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this
Section 2.07, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Security of the same Series of any authorized denominations and of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.
Securities of a Series may be exchanged for other
Securities of the same Series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities
to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.06. Whenever any Securities of a Series are
so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same Series
that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding.
All Securities of a Series issued upon any registration
of transfer or exchange of Securities of the same Series shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities of the same Series surrendered upon such registration of transfer
or exchange.
All Securities of a Series presented or surrendered
for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied
by a written instrument or instruments of transfer in form satisfactory to the Company, and the Securities of such Series shall be duly
executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made to any holder for
any registration of, transfer or exchange of Securities, but the Company or the Trustee may require payment by the holder of a sum sufficient
to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of such Securities (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11,
3.06 or 9.06).
Neither the Company nor the Trustee nor any Registrar
shall be required to exchange, issue or register a transfer of (a) Securities of any Series for a period of fifteen calendar days next
preceding date of mailing of a notice of redemption of Securities of that Series selected for redemption, or (b) Securities of any Series
or portions thereof called for redemption, except for the unredeemed portion of any Securities of that Series being redeemed in part.
Section 2.08.
Mutilated, Destroyed, Lost and Stolen Securities. If a mutilated Security is surrendered to the Registrar or if the Securityholder
of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate
and deliver a replacement Security of the same Series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such
that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction
or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the
Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial
Code (a “protected purchaser”) and (c)
satisfies
any other reasonable requirements of the Company or the Trustee. If required by the Trustee or the Company, such Securityholder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Trustee and any Agent and in the judgment of the Company
to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced.
The Company and the Trustee may charge the Securityholder for their expenses in replacing a Security. In case any Security which has
matured or is about to mature or has been called for redemption, shall become mutilated or be destroyed, lost or stolen, the Company
may, instead of issuing a substitute Security, pay or authorize the payment of (without surrender thereof except in the case of a mutilated
Security), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable,
to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability,
cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company, the Trustee and, if applicable, any Paying Agent evidence to their satisfaction of the destruction, loss
or theft of such Securities and of the ownership thereof.
Every replacement Security of any Series issued
pursuant to this Section is an additional obligation of the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Securities of the same Series replaced.
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 2.09.
Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except
for those cancelled by it, those delivered to it for cancellation, those reductions in the interest on a Registered Global Security effected
by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. A Security does not cease
to be outstanding because the Company or an Affiliate holds the Security.
If a Security is replaced pursuant to Section 2.08,
it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by
a protected purchaser.
If the Paying Agent (other than the Company, a
Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities (or
portions thereof) payable on that date, and the Paying Agent is not prohibited from paying such money to the Securityholders of such Series
on that date pursuant to the terms of the Indenture, then on and after that date such Securities of the Series (or portions thereof) cease
to be outstanding and interest on them ceases to accrue.
In determining whether the Holders of the requisite
principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.02.
Section 2.10.
Treasury Securities. In determining whether the Holders of the required principal amount of Securities of a Series have
concurred in any direction, waiver or consent, Securities of a Series owned by the Company, any other obligor upon the Securities or a
Subsidiary of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent only Securities of a Series that
the Trustee actually knows are so owned shall be so disregarded.
Securities so owned which have been pledged in
good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate
of the Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection
in respect of any decision made by the Trustee in accordance with such advice. Upon written request of the Trustee, the Company shall
furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any, known by the Company to
be owned or held by or for the account of any of the above-described persons; and, subject to Sections 7.01 and 7.02, the Trustee shall
be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are outstanding for the purpose of any such determination.
Section 2.11.
Temporary Securities. Pending the preparation of Securities in certificated form, the Company may execute and the Trustee
or an authenticating agent appointed by the Trustee shall, upon a Company Order, authenticate and deliver temporary Securities (printed,
lithographed, typewritten, photocopied or otherwise produced). Temporary Securities shall be issuable in any authorized denomination,
and substantially in the form of the Securities in certificated form, but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the
same effect, as the Securities in certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or
such authenticating agent Securities of the same Series in certificated form and thereupon any or all temporary Securities may be surrendered
in exchange therefor, at each office or agency maintained by the Company pursuant to Section 4.07 and the Trustee or such authenticating
agent shall authenticate and make available for delivery in exchange for such temporary Securities an equal aggregate principal amount
of Securities of the same Series in certificated form. Such exchange shall be made by the Company at its own expense and without any charge
therefor. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits and subject to the same
limitations under this Indenture as Securities of the same Series in certificated form authenticated and delivered hereunder.
Section 2.12.
Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and
no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation and dispose
of such cancelled Securities in accordance with its customary procedure. The Company may not issue new Securities to replace Securities
that it has paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of cancelled Securities
other than pursuant to the terms of this Indenture.
Section 2.13.
Defaulted Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted
interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the Persons who are Securityholders
of the Series on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment
date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed or deliver by electronic transmission
to each Securityholder of the Series a notice that states the special record date, the payment date and the amount of defaulted interest
to be paid. The Company may pay defaulted interest in any lawful manner.
Section 2.14.
Registered Global Securities.
(a)
Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether
the Securities of a Series shall be issued in whole or in part in the form of one or more Registered Global Securities and the Depositary
for such Registered Global Security or Securities.
(b)
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition
thereto, any Registered Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the
names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Registered Global Security or if at any time such Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary within 90 days of such
event or (ii) the Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Registered Global
Security shall be so exchangeable. Any Registered Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable
for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal
amount of the Registered Global Security with like tenor and terms.
Except as provided in this Section 2.14(b), a Registered
Global Security may not be transferred except as a whole by the Depositary with respect to such Registered Global Security to a nominee
of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such a successor Depositary.
(c)
Legend. Any Registered Global Security issued hereunder shall bear a legend in substantially the following form:
“This Security is a Registered
Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee
of the Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee
only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such a successor Depositary.”
(d)
Acts of Holders. The Depositary, 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 under the Indenture.
(e)
Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment
of the principal of and interest, if any, on any Registered Global Security shall be made to the Holder thereof.
(f)
Consents, Declaration and Directions. Except as provided in Section 2.14(d), the Company, the Trustee and any Agent may treat a
Person as the Holder of such principal amount of outstanding Securities of such Series represented by a Registered Global Security as
shall be specified in a written statement of the Depositary with respect to such Registered Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.
Section 2.15.
Computation of Interest. Except as otherwise specified pursuant to Section 2.02 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 2.16.
CUSIP and ISIN Numbers. The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers
(if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the
other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission
of such numbers. The Company shall promptly notify the Trustee in writing of any changes to the CUSIP and ISIN numbers.
ARTICLE
3
Redemption
Section 3.01.
Notice to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series
of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such
time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated
to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall
notify the Trustee in writing of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall
give the notice at least 15 calendar days before the redemption date (or such shorter notice as may be acceptable to the Trustee).
Section 3.02.
Selection of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental
indenture or an Officer’s Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select
the Securities of the Series to be redeemed pro rata or by lot or by such other method as the Trustee deems fair and appropriate unless
otherwise required by law and, in respect of Global Securities, subject to the applicable procedures of the Depositary. The Trustee shall
make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities of the Series that have denominations larger than the minimum principal denomination of the Series.
Securities of the Series and portions of them it selects shall be in amounts equal to the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to
portions of Securities of that Series called for redemption.
Section 3.03.
Notice of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto
or an Officer’s Certificate, at least 10 days but not more than 60 days before a redemption date, the Company shall provide a notice
of redemption by electronic transmission or first-class mail to each Holder whose Securities are to be redeemed.
The notice shall identify the Securities of the
Series to be redeemed and shall state:
(a)
the redemption date;
(b)
the redemption price, or if not then ascertainable, the manner of calculation thereof;
(c)
the name and address of the Paying Agent;
(d)
if less than all Securities of any Series are to be redeemed, the identification of the particular Securities to be redeemed and
the portion of the principal amount of any Security to be redeemed in part;
(e)
that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(f)
that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;
(g)
if such redemption is subject to satisfaction of one or more conditions precedent, a description of such conditions and, if applicable,
shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 90 days after
the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied
(or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded or modified in the
event that any or all such conditions are not satisfied (or waived by the Company in its sole discretion) by the redemption date, or by
the redemption date so delayed, or such notice may be rescinded at any time in the Company’s discretion if in the good faith judgment
of the Company any or all of such conditions will not be satisfied; and
(h)
any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.
At the Company’s written request, accompanied
by an Officer’s Certificate, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s
expense and provided that the form and content of such notice shall be prepared by the Company.
Section 3.04.
Effect of Notice of Redemption. Once notice of redemption is transmitted, mailed or published as provided in Section 3.03,
Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price except as set forth
in Section 3.03(g). Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to,
but excluding, the redemption date.
Section 3.05.
Deposit of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient
to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.
Section 3.06.
Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the
Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.
ARTICLE
4
Covenants
Section 4.01.
Payment of Principal and Interest. The Company shall duly and punctually pay the principal of and interest, if any, on the
Securities of that Series in accordance with the terms of such Securities and this Indenture.
Section 4.02.
SEC Reports. The Company shall furnish to the Trustee within 15 days after the filing by the Company with the SEC copies
of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the
SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA § 314(a). The Company will be deemed to have furnished
such reports referred to in this Section to the Trustee if the Company has filed such reports with the SEC via the EDGAR filing system
(or any successor thereto) and such reports are publicly available.
Section 4.03.
Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company, a brief certificate from the principal executive officer, principal financial officer, principal accounting officer or vice president
or treasurer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture (which
compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture) and, in the
event of any Default, specifying each such Default and the nature and status thereof of which such Person may have knowledge. Such certificates
need not comply with Section 11.05 of this Indenture.
Section 4.04.
Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities;
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that
it will not, by resort to any such law, 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 has been enacted.
Section 4.05.
Legal Existence. Subject to Article 5, the Company will do or cause to be done all things necessary to preserve and keep
in full force and effect its legal existence.
Section 4.06.
Maintenance of Office or Agency. The Company will maintain an office or agency in the United States, where the Securities
of a Series may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands
to or upon the Company in respect of the Securities of a 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 not designated or appointed by the Trustee.
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.
The Company may also from time to time designate
co-registrars and one or more offices or agencies where the Securities of a Series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations. 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 4.07.
Money For Securities Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect
to the Securities of any Series, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on
any of such Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The
Company shall promptly notify the Trustee of any failure by the Company (or any other obligor of such Securities) to make any payment
of principal of or premium, if any, or interest, if any, on such Securities.
Whenever the Company shall have one or more Paying
Agents for the Securities of any Series, it shall, on or before each due date of the principal of and premium, if any, and interest, if
any, on such Securities, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest
so becoming due, such sums 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 shall promptly notify the Trustee of any failure by it so to act.
The Company shall cause each Paying Agent for the
Securities of any Series, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:
(i)
hold all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Securities 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;
(ii)
give the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment of principal
of or premium, if any, or interest, if any, on such Securities; and
(iii)
at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses
of the Persons entitled to such sums.
The Company may at any time pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a
Company Order delivered to the Trustee, in accordance with the provisions of Article 8; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any Security
and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall
be paid to the Company on request of the Company, or, if then held by the Company, shall be discharged from such trust; and, upon such
payment or discharge, the Holder of such Security shall, as an unsecured general creditor and not as the Holder of an outstanding Security,
look only to the Company for payment of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such payment to the Company, may at the expense of the Company
cause to be published once a week for two successive weeks, in each case on any day of the week, in an Authorized Newspaper in each Place
of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining will be paid to the Company.
Section 4.08.
Waiver of Certain Covenants. Except as otherwise specified as contemplated by Section 2.02 for Securities of such Series,
the Company may, with respect to the Securities of any Series, omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided herein or pursuant to Section 2.02(s) or Section 9.01(c) for the benefit of the Holders of such
Series if before the time for such compliance the Holders of at least 50% in principal amount of the outstanding Securities of such Series
shall, by an Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision
or condition, but no such wavier shall extend to or affect such term, provision or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of such term, provision
or condition shall remain in full force and effect.
ARTICLE
5
Successors
Section 5.01.
When Company May Merge, Etc. The Company shall not consolidate with or merge into, or convey, transfer or lease all or substantially
all of its properties and assets to, any Person (a “successor person”) (other than one or more of the Company’s
Subsidiaries), unless:
(a)
either the Company shall be the continuing corporation or the successor person (if other than the Company) is a corporation, partnership,
trust or other entity organized and validly existing under the laws of the United States of America, any State thereof or the District
of Columbia and expressly assumes the Company’s obligations on the Securities and under this Indenture; and
(b)
immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.
The Company shall deliver to the Trustee prior
to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating
that the proposed transaction and such supplemental indenture comply with this Indenture.
Section 5.02.
Successor Corporation Substituted. The successor Person formed by such consolidation or into which the Company is merged
or to which such transfer or lease is made shall succeed to and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter the predecessor
Person shall be relieved of all obligations and covenants under the Indenture and the Securities and, in the event of such conveyance
or transfer, any such predecessor Person may be dissolved and liquidated.
ARTICLE 6
Defaults and Remedies
Section 6.01.
Events of Default.
“Event of Default,” wherever used herein
with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental
indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default:
(a)
a default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying
Agent prior to the expiration of such period of 30 days); provided that, a valid extension of an interest payment period by the
Company in accordance with the terms of such Securities shall not constitute a failure to pay interest; or
(b)
a default in the payment of the principal of, or premium, if any, on, any Security of that Series when due at its Maturity; or
(c)
a default, subject to the provisions in Section 4.08, in the performance or breach of any covenant or warranty of the Company in
this Indenture for the benefit of such Series of Securities, which default continues uncured for a period of 90 days after there has been
given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a “Notice of Default” hereunder; or
(d)
the Company pursuant to or within the meaning of any Bankruptcy Law:
(i)
commences a voluntary case,
(ii)
consents to the entry of an order for relief against it in an involuntary case,
(iii)
consents to the appointment of a Custodian of it or for all or substantially all of its property,
(iv)
makes a general assignment for the benefit of its creditors, or
(v)
generally is unable to pay its debts as the same become due; or
(e)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(i)
is for relief against the Company in an involuntary case,
(ii)
appoints a Custodian of the Company for all or substantially all of its property, or
(iii)
orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or
(f)
any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, in accordance with Section 2.02(x).
The term “Bankruptcy Law” means
title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.
Section 6.02.
Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in Section 6.01(a) or (b) occurs and
is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become
due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of each such affected
series then outstanding hereunder (each such series voting as a separate class) by notice in writing to the Company (and to the Trustee
if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all Securities of such series, and the interest accrued thereon,
if any, to be due and payable immediately, and upon any such declaration, the same shall become immediately due and payable.
Except as otherwise provided in the terms of any
series of Securities pursuant to Section 2.02, if an Event of Default described in Section 6.01(c) or (f) above occurs and is continuing,
then, and in each and every such case, unless the principal of all of the Securities shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of all of the series affected thereby
then outstanding hereunder (treated as one class) by notice in writing to the Company (and to the Trustee if given by Securityholders),
may declare the entire principal (or, if the Securities of any series are Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all of the Securities of such series then outstanding, and the interest accrued thereon,
if any, to be due and payable immediately, and upon such declaration, the same shall become immediately due and payable. If an Event of
Default described in Section 6.01(d) or 6.01(e) above occurs and is continuing, then the principal amount of all the Securities then outstanding,
and the interest accrued thereon, if any, shall become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.
At any time after such a declaration of acceleration
with respect to 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 such Series, by
written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:
(a)
the Company has paid or deposited with the Trustee a sum sufficient to pay
(i)
all overdue interest, if any, on all Securities of that Series,
(ii)
the principal of 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,
(iii)
to the extent that payment of such interest is lawful, interest upon any overdue principal and overdue interest at the rate or
rates prescribed therefor in such Securities, and
(iv)
all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and
(v)
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 6.13.
No such rescission shall affect any subsequent
Default or impair any right consequent thereon.
Section 6.03.
Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that if
(a)
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
(b)
default is made in the payment of principal of any Security when due at the Maturity thereof, or
(c)
default is made in the deposit of any sinking fund payment when and as due by the terms of a Security, then, 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 interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal or any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.
If 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 deemed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever situated.
If an Event of Default with respect to any 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 6.04.
Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,
(a)
to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and
(b)
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,
and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, 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 7.08.
Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.
Section 6.05.
Trustee May Enforce Claims without Possession of Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.
Section 6.06.
Application of Money Collected. Any money or property 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 or property on account
of principal 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 7.08; and
Second: To the payment of the amounts then due
and unpaid for principal of 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 interest,
respectively; and
Third: To the Company.
Section 6.07.
Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless
(a)
such Holder has previously given written notice to the Trustee of an Event of Default and the continuance thereof 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 security or indemnity satisfactory to the Trustee against the expenses and liabilities
to be incurred in compliance with such request;
(d)
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and
(e)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that Series;
it being understood and intended that no one or more
of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit
of all such Holders.
Section 6.08.
Unconditional Right of Holders to Receive Principal 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 interest,
if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent
of such Holder.
Section 6.09.
Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.
Section 6.10.
Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in Section 2.08, 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 6.11.
Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default
or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
Section 6.12.
Control by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that
(a)
such direction shall not be in conflict with any rule of law or with this Indenture,
(b)
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and
(c)
subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Trust Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability.
Section 6.13.
Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any
Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series
and its consequences, except a Default in the payment of the principal of or interest on any Security of such Series (provided,
however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration). 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 6.14.
Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant
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 interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in
the case of redemption, on the redemption date).
ARTICLE 7
Trustee
Section 7.01.
Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or
use under the circumstances in the conduct of such Person’s own affairs.
(b)
Except during the continuance of an Event of Default:
(i)
the Trustee need perform only those duties that are specifically set forth in this Indenture and no other 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;
however, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this
Indenture.
(c)
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that:
(i)
this paragraph does not limit the effect of paragraph (a) of this Section;
(ii)
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and
(iii)
the Trustee shall not be liable with respect to any action it takes or omits to take with respect to Securities of any Series in
good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series.
(d)
Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b), (c) and (g) of this
Section.
(e)
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(f)
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g)
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it.
(h)
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 and to the provisions of the TIA.
(i)
If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be
sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee has otherwise received written notice thereof.
(j)
The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless the Trustee shall have been notified in writing of such Event of Default by the Company or a Holder
of Securities of such Series.
Section 7.02.
Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b)
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate
or Opinion of Counsel.
(c)
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care.
(d)
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers.
(e)
The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture
and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(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, consent, order, approval, bond, debenture, note or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.
(g)
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request,
order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses, losses and liabilities which may
be incurred therein or thereby.
(h)
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian
and other Person employed to act hereunder.
(i)
The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed
by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded.
(j)
The permissive rights of the Trustee enumerated herein shall not be construed as duties.
(i)
Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s
receipt of the foregoing shall not constitute constructive or actual 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 Officer’s Certificates).
(ii)
Notwithstanding anything in this Indenture to the contrary, neither the Trustee nor any Agent shall be responsible or liable to
any person for any indirect, special, punitive or consequential damage or loss (including but not limited to lost profits) whatsoever,
even if the Trustee has been informed of the likelihood thereof and regardless of the form of action.
Section 7.03.
Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. The Trustee is also subject to Section 7.11 and Section 7.12.
Section 7.04.
Trustee’s Disclaimer. The Trustee shall not be responsible and makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and
it shall not be responsible for any statement in the Securities or in any document issued in connection with the sale of the Securities
or in the Securities other than its certificate of authentication.
Section 7.05.
Notice of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series,
the Trustee shall send to each Securityholder of the Securities of that Series notice of a Default or Event of Default within 90 days
after the Trustee shall have actual knowledge of such Default or Event of Default or shall have received written notice thereof. Except
in the case of a Default or Event of Default in payment of principal, premium, if any, of or interest on any Security of any Series or
in payment of any redemption obligation, the Trustee may withhold the notice if and so long as it determines in good faith that withholding
the notice is in the interests of Securityholders of that Series.
Section 7.06.
Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning with May 15, 2023, and in any event
prior to July 15 in each year, the Trustee shall transmit by mail or by electronic transmission to all Securityholders, as their names
and addresses appear on the register kept by the Registrar, a brief report dated as of May 15, each year if and to the extent required
by TIA § 313(a). The Trustee shall also comply with TIA § 313(b) and TIA § 313(c).
A copy of each report at the time of its sending
to Securityholders of any Series shall be filed with the SEC and each stock exchange (if any) on which the Securities of that Series are
listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange and of any delisting
thereof.
Section 7.07.
Reporting and Withholding. With respect to any payments made on behalf of the Company in connection with Securities issued
under this Indenture, the Paying Agent agrees to timely (i) comply with any applicable tax reporting obligation, (ii) make any required
withholding or deduction, and (iii) remit the full amount deducted or withheld by it to the relevant jurisdiction in accordance with applicable
law.
Section 7.08.
Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as the Company and
the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable and documented expenses incurred
or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall
indemnify the Trustee, its officers, directors, employees and agents, and hold each of them harmless, against any and all loss, liability
or expense (including reasonable attorneys’ fees) incurred by or in connection with the offer and sale of the Securities or the
administration of this trust and the performance of its duties hereunder. The Trustee
shall notify
the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however,
that any failure so to notify the Company shall not relieve the Company of its indemnity obligations hereunder. The Company shall defend
the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified
parties may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided, however, that
the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified
parties’ reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense.
The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through
such party’s own willful misconduct and gross negligence.
To secure the Company’s payment obligations
in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and interest and any liquidated damages on particular Securities
of that Series.
The Company’s payment obligations pursuant
to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any
bankruptcy law or the resignation or removal of the Trustee.
When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended
to constitute expenses of administration under any Bankruptcy Law.
Section 7.09.
Replacement of Trustee. The Trustee may resign with respect to the Securities of one or more Series at any time by so notifying
the Company. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that
Series by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee with respect to Securities
of one or more Series if:
(a)
the Trustee fails to comply with Section 7.11;
(b)
the Trustee is adjudged bankrupt or insolvent;
(c)
a receiver or other public officer takes charge of the Trustee or its property;
or
(d)
the Trustee otherwise becomes incapable of acting.
If the Trustee resigns, is removed by the Company
or by the Holders of a majority in principal amount of the Securities of any Series and such Securityholders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.
A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities
for which it is acting as Trustee under this Indenture. The successor Trustee shall send a notice of its succession to each Securityholder
of each such Series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject
to the lien provided for in Section 7.08.
If a successor Trustee with respect to the Securities
of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or
the Holders of 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.
If the Trustee with respect to the Securities of
any one or more Series fails to comply with Section 7.11, any Securityholder of the applicable Series may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
Notwithstanding the replacement of the Trustee
pursuant to this Section, the Company’s obligations under Section 7.08 shall continue for the benefit of the retiring Trustee.
Section 7.10.
Successor Trustee by Merger, Etc. Any organization or entity into which the Trustee may be merged or converted or exchanged
or with which it may be consolidated, or any organization or entity resulting from any merger, conversion, exchange or consolidation to
which the Trustee shall be a party, or any organization or entity succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor to 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, that in the case of any organization or entity succeeding to all or substantially all of
the corporate trust business of the Trustee, such corporation shall be qualified under the provisions of Section 7.11 hereof.
In case at the time such successor or successors
by merger, conversion, exchange or consolidation to the Trustee with respect to the Securities of any one or more Series shall succeed
to the trusts created by this Indenture any of the Securities of the applicable Series shall have been authenticated but not delivered,
any such successor to such Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities
of the applicable Series so authenticated; and in case at that time any of the Securities of such Securities shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities of such Series
or in this Indenture provided that the certificate of the Trustee shall have.
Section 7.11.
Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition.
The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA
§ 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities
of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.
Section 7.12.
Preferential Collection of Claims against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to
the extent indicated.
ARTICLE
8
Satisfaction and Discharge; Defeasance
Section 8.01.
Satisfaction and Discharge of Indenture. This Indenture, with respect to Securities of any Series (if all Series issued
under this Indenture are not to be effected) shall, upon Company Order, cease to be of further effect (except as hereinafter provided
in this Section 8.01), and the Trustee, at the expense of the Company, shall execute such instruments reasonably requested by the Company
acknowledging satisfaction and discharge of this Indenture, when
(a)
Either
(i)
all Securities of such Series theretofore authenticated and delivered (other than (A) Securities that have been destroyed, lost
or stolen and that have been replaced or paid or (B) Securities for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Sections 2.05 and
4.07) have been delivered to the Trustee for cancellation; or
(ii)
all such Securities of such Series not theretofore delivered to the Trustee for cancellation:
(A)
have become due and payable, or
(B)
will become due and payable at their Stated Maturity within one year, or
(C)
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, or
(D)
are deemed paid and discharged pursuant to Section 8.03, as applicable;
and the Company, in the case of (A), (B) or (C) above,
has deposited or caused to be deposited with the Trustee (or such other entity designated by the Company for this purpose) as trust funds
in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal of, premium, if any, and interest on, and any mandatory sinking fund payments to the date
of such deposit (in the case of Securities of such Series which have become due and payable on or prior to the date of such deposit) 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 Officer’s 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;
(iii)
the Company has paid or caused to be paid all other sums payable hereunder with respect to such Securities by the Company; and
(iv)
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such Series have been complied
with.
Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 7.08, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.07, 2.08, 4.07 (last paragraph only), 8.01, 8.02
and 8.05 shall survive.
Section 8.02.
Application of Trust Funds; Indemnification. (a) Subject to the provisions of Section 8.05, all money deposited with the
Trustee (or such other entity designated by the Company for this purpose) pursuant to Section 8.01, all money and U.S. Government Obligations
or Foreign Government Obligations deposited with the Trustee (or such other entity designated by the Company for this purpose) pursuant
to Section 8.03 or 8.04 and all money received by the Trustee (or such other entity designated by the Company for this purpose) in respect
of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee (or such other entity designated by the Company
for this purpose) pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company if acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by
Sections 8.03 or 8.04.
(b)
The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received
in respect of such obligations other than any payable by or on behalf of Holders.
(c)
The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or
Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any
U.S. Government Obligations or Foreign Government Obligations held under this Indenture.
Section 8.03.
Legal Defeasance of Securities of any Series. Unless this Section 8.03 is otherwise specified, pursuant to Section 2.02(x),
to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all
the outstanding Securities of such Series on the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense
of the Company, shall, at Company Request, execute such instruments reasonably requested by the Company acknowledging the same), except
as to:
(a)
the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity
of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the
Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the
Securities of such Series;
(b)
the provisions of Sections 2.04, 2.07, 2.08, 8.02, 8.03 and 8.05; and
(c)
the rights, powers, trust, indemnities and immunities of the Trustee hereunder; provided that, the following conditions
shall have been satisfied:
(d)
the Company shall have deposited or caused to be deposited irrevocably with the Trustee (or such other entity designated by the
Company for this purpose) 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) in the case of Securities of such Series denominated in Dollars,
cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations,
or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign
Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due
date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including
mandatory sinking fund or analogous payments) of and interest, if any, on all the Securities of such Series on the dates such installments
of interest or principal are due, provided, that with respect to any defeasance 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 defeasance,
with any 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 Officer's 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;
(e)
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit;
(f)
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from a nationally recognized
law firm to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling,
or (ii) since the date of execution of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the Securities of such
Series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit, defeasance and discharge
and will be subject to U.S. Federal income tax on the same amount and in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred; and
(g)
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by this Section 8.03 have been complied with.
Section 8.04.
Covenant Defeasance. Unless this Section 8.04 is otherwise specified pursuant to Section 2.02(x) to be inapplicable to Securities
of any Series, on and after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term,
provision or condition set forth under Sections 4.02, 4.03, 4.04, 4.05 and 5.01 as well as any additional covenants contained in a supplemental
indenture hereto for a particular Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section
2.02(x) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default under Section 6.01) and
the occurrence of any event described in clause (e) of Section 6.01 shall not constitute a Default or Event of Default hereunder, with
respect to the Securities of such Series, provided that the following conditions shall have been satisfied:
(a)
with reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section
8.02(c)) with the Trustee (or such other entity designated by the Company for this purpose) as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated
in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government
Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal and interest, if any, on and
any mandatory sinking fund in respect of the Securities of such Series on the dates such installments of interest or principal are due,
provided, that with respect to any defeasance 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 defeasance, with any 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 Officer’s
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;
(b)
no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date
of such deposit;
(c)
the Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized law firm confirming that beneficial
owners of the Securities of such Series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such
deposit and 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 deposit and defeasance had not occurred; and
(d)
the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance contemplated by this Section 8.04 have been complied with.
Section 8.05.
Repayment to Company. The Trustee and the Paying Agent shall promptly pay to the Company (or its designee) upon Company
Order any excess moneys or U.S. Government Obligations held by them at any time. The provisions of the last paragraph of Section 4.07
shall apply to any money held by the Trustee or any Paying Agent that remains unclaimed for two years after the Maturity of any Series
or Securities for which money or U.S. Government Obligations have been deposited pursuant to Sections 8.03 and 8.04.
Section 8.06.
Effect of Subordination Provisions. Unless otherwise expressly established pursuant to Section 2.02 with respect to the
Subordinated Securities of any Series, the provisions of Article 10 hereof, insofar as they pertain to the Subordinated Securities of
such series, and the Subordination Provisions established pursuant to Section 2.02(i) with respect to such Series, are hereby expressly
made subject to the provisions for satisfaction and discharge and defeasance and covenant defeasance set forth in this Article 8 and,
anything herein to the contrary notwithstanding, upon the effectiveness of such satisfaction and discharge and defeasance and covenant
defeasance pursuant to this Article 8 with respect to the Securities of such Series, such Securities shall thereupon cease to be so subordinated
and shall no longer be subject to the provisions of Article 10 or the Subordination Provisions established pursuant to Section 2.02(i)
with respect to such series and, without limitation to the foregoing, all moneys, U.S. Government Obligations and other securities or
property deposited with the Trustee (or other qualifying trustee) in trust in connection with such satisfaction and discharge, defeasance
or covenant defeasance, as the case may be, and all proceeds therefrom may be applied to pay the principal of, premium, if any, on, and
mandatory sinking fund payments, if any with respect to the Securities of such Series as and when the same shall become due and payable
notwithstanding the provisions of Article 10 or such Subordination Provisions.
ARTICLE
9
Amendments and Waivers
Section 9.01.
Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of one
or more Series without the consent of any Securityholder:
(a)
to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more Series any property
or assets;
(b)
to comply with Article 5;
(c)
to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the Trustee
shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of
a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional
covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such
an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders
of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;
(d)
add a guarantor or permit any Person to guarantee the obligations under any Series of Securities;
(e)
to cure any ambiguity, mistake, defect or inconsistency;
(f)
to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this
Indenture;
(g)
to conform to any provision of the “Description of the Notes” section, “Description of Debt Securities”
section or other relevant section describing the terms of the Securities of the applicable prospectus, prospectus supplement, offering
circular, offering memorandum or other relevant offering document;
(h)
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one
or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee;
(i)
to provide for uncertificated Securities in addition to or in place of certificated Securities;
(j)
to make any change that does not materially adversely affect the rights of any Securityholder; and
(k)
to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.
Section 9.02.
With Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent of
the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture
(including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture
or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of
at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee
(including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance
by the Company with any provision of this Indenture or the Securities with respect to such Series.
It shall not be necessary for the consent of the
Holders of Securities under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it
shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes
effective, the Company
shall send
to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company
to send or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver.
Section 9.03.
Limitations. Without the consent of each Securityholder affected, an amendment or waiver may not:
(a)
extend the final maturity of any Security;
(b)
reduce the principal amount thereof, or premium thereon, if any;
(c)
reduce the rate or extend the time of payment of interest thereon,
(d)
reduce any amount payable on redemption thereof;
(e)
make the principal thereof (including any amount in respect of original issue discount), or premium thereon, if any, or interest
thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof;
(f)
reduce the amount of the principal of a Discount Security that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section 6.04;
(g)
in the case of Subordinated Securities of any series, modify any of the Subordination Provisions or the definition of “Senior
Indebtedness” relating to such series in a manner adverse to the holders of such Subordinated Securities;
(h)
alter the provisions of Sections 11.15 or 11.16;
(i)
impair or affect the right of any Securityholder to institute suit for the payment thereof when due or, if the Securities provide
therefor, any right of repayment at the option of the Securityholder;
(j)
reduce the aforesaid percentage of Securities of any Series, the consent of the Holders of which is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture; or
(k)
modify any provision of this Section 9.03.
Section 9.04.
Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be
set forth in a supplemental indenture hereto that complies with the TIA as then in effect.
Section 9.05.
Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt
as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the
date the amendment or waiver becomes effective.
Any amendment or waiver once effective shall bind
every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through
(g) of Section 9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.
The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons
continue to be Securityholders after such record date.
Section 9.06.
Notation on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall
authenticate upon written request new Securities of that Series that reflect the amendment or waiver.
Section 9.07.
Trustee Protected. 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 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except
that the Trustee need not sign any supplemental indenture that adversely affects its rights.
ARTICLE
10
Subordination of Securities
Section 10.01.
Agreement to Subordinate. The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of
Subordinated Securities of any Series by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and
premium, if any) and interest, if any, on, and mandatory sinking fund payments, if any, in respect of each and all of the Subordinated
Securities of such series shall be expressly subordinated, to the extent and in the manner provided in the Subordination Provisions established
with respect to the Subordinated Securities of such Series pursuant to Section 2.02(i) hereof, in right of payment to the prior payment
in full of all Senior Debt with respect to such Series.
ARTICLE
11
Miscellaneous
Section 11.01.
Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision
which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.
Section 11.02.
Notices. Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered
in person, mailed by first- class mail or delivered by electronic transmission:
if to the Company:
Meta Platforms, Inc.
1601 Willow Road
Menlo Park, California 94025
Attention: Corporate Secretary (a copy shall also be sent
via e-mail to: CorporateSecretary@fb.com)
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: Michael Kaplan
if to the Trustee:
U.S. Bank Trust Company, National Association
1 California Street, Suite 1000
San Francisco, CA 94111
Attention: David Jason (Meta Platforms, Inc.)
The Company or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or communications.
Any notice or communication to a Securityholder
shall be provided by electronic transmission or by first-class mail to his address shown on the register kept by the Registrar. Failure
to provide a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect
to other Securityholders of that or any other Series.
If a notice or communication is provided or published
in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it.
If the Company provides a notice or communication
to Securityholders, it shall provide a copy to the Trustee and each Agent at the same time.
In case, by reason of the suspension of or irregularities
in regular mail service, it shall be impracticable to mail notice by the Company when such notice is required to be given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed
to be a sufficient giving of such notice.
Notwithstanding anything in this Indenture to the
contrary, wherever notice is to be given to Securityholders of Registered Global Securities, it shall be sufficient if such notice is
given in accordance with the procedures of the Depositary.
Section 11.03.
Communication by Holders with Other Holders. Securityholders of any Series may communicate pursuant to TIA § 312(b)
with other Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that
Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).
Section 11.04.
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:
(a)
an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and
(b)
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
Section 11.05.
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:
(a)
a statement that the person making such certificate or opinion has read such covenant or condition;
(b)
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;
(c)
a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(d)
a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.
Section 11.06.
Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders of one
or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions.
Section 11.07.
Legal Holidays. Unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture for
a particular Series, a “Legal Holiday” is a Saturday, Sunday or a day on which banking institutions in the city (or in any
of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, are not required by any applicable
law or regulation to be open. If a payment date for the payment of principal or interest on any Security falls on a Legal Holiday, such
payment shall be made on the next succeeding Business Day, and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.
Section 11.08.
No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Indenture,
or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past,
present or future stockholder, officer or director, as such, of the Company or of any successor, either directly or through the Company
or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the
coupons, if any, appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the
coupons, if any, appertaining thereto.
Section 11.09.
Counterparts. This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page of this Indenture by facsimile or other electronic imaging means shall be effective
as delivery of a manually executed counterpart of this Indenture.
The Trustee shall not have any duty to confirm
that the person sending any notice, instruction or other communication by electronic transmission (including by e-mail, facsimile transmission,
web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Trustee to comply
with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided
by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) shall be deemed original signatures
for all purposes. The Company assumes all risks arising out of the use of electronic signatures and electronic methods to send communications
to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized communication, and the risk of interception
or misuse by third parties.
Section 11.10.
Governing Laws; Waiver of Jury Trial. THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5- 1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).
EACH OF
THE COMPANY 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.
Section 11.11.
No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.
Section 11.12.
Successors. All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements
of the Trustee in this Indenture shall bind its successor.
Section 11.13.
Severability. 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 11.14.
Table of Contents, Headings, Etc. The Table of Contents, Cross Reference Table, and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.
Section 11.15.
Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officer’s Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities
of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities
of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such Series which
shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate at such time. For purposes of this Section 11.15, “Market Exchange Rate” shall mean the
noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If
such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion
and without liability on its part, such quotation of the Federal Reserve Bank of New York or quotations from one or more major banks in
The City of New York or in the country of issue of the currency in question. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any
action taken by Holders of Securities pursuant to the terms of this Indenture.
All decisions and determinations of the Trustee
regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon
the Company and all Holders.
Section 11.16.
Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a)
if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest
or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered
(the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then, the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on
the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that
such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of
New York on which banking institutions are authorized or required by law, regulation or executive order to close.
Section 11.17.
Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all Series may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person
or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 7.01 and 7.02) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section 11.17.
(b)
Subject to Sections 7.01 and 7.02, the execution of any instrument by a Securityholder or his agent or proxy may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.
The holding of Securities shall be proved by the Security register or by a certificate of the registrar thereof.
(c)
The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person in whose name any Security shall
be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account
of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither
the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the Depositary and its members, the operation of customary practices
governing the exercise of the rights of a holder of a beneficial interest in any Registered Global Security
(d)
At any time prior to (but not after) the evidencing to the Trustee, as provided in this Section 11.17, of the taking of any action
by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate
Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid,
any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners
of such Security and of any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective
of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with
such action shall be conclusively binding upon the Company, the Trustee and the Holders of all the Securities affected by such action.
Section 11.18.
Force Majeure. In no event shall the Trustee or any Agent be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts
of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood
that the Trustee and such Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.
ARTICLE
12
Sinking Funds
Section 12.01.
Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the
Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture.
The minimum amount of any sinking fund payment
provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and
any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.”
If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms
of the Securities of such Series.
Section 12.02.
Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (a) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory
sinking fund redemption) and (b) apply as credit Securities of such Series to which such sinking fund payment is applicable and which
have been redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory
sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms
of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the
Trustee, together with an Officer’s Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee
begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the 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.
If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 12.02, the principal amount of
Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need
not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however,
that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any
cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series
purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company.
Section 12.03.
Redemption of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental
indenture hereto or Officer’s Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date
for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of
that Series pursuant to Section 12.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated
in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular Series of Securities) 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 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.03.
Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Sections 3.04, 3.05 and 3.06.
IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed as of the day and year first above written.
| |
META PLATFORMS, INC. |
| |
|
| |
|
| |
By: |
/s/ David M. Wehner |
| |
|
Name: David M. Wehner |
| |
|
Title: Chief Financial Officer |
[Signature
Page to Indenture]
| |
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, Trustee |
| |
|
| |
|
| |
By: |
/s/ David Jason |
| |
|
Name: David Jason |
| |
|
Title: Vice President |
[Signature
Page to Indenture]
