Form 8-K

8-K — HEICO CORP

Accession: 0001213900-26-078776

Filed: 2026-07-16

Period: 2026-07-13

CIK: 0000046619

SIC: 3724 (AIRCRAFT ENGINES & ENGINE PARTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0298133-8k_heico.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT, DATED JULY 13, 2026, BY AND AMONG HEICO CORPORATION AND BOFA SECURITIES, INC., PNC CAPITAL MARKETS LLC, TRUIST SECURITIES, INC. AND WELLS FARGO SECURITIES, LLC (ea029813301ex1-1.htm)

EX-4.1 — INDENTURE, DATED JULY 16, 2026, BETWEEN HEICO CORPORATION AND TRUIST BANK, AS TRUSTEE (ea029813301ex4-1.htm)

EX-4.2 — FIRST SUPPLEMENTAL INDENTURE, DATED JULY 16, 2026, BETWEEN HEICO CORPORATION AND TRUIST BANK, AS TRUSTEE (ea029813301ex4-2.htm)

EX-5.1 — OPINION OF AKERMAN LLP (ea029813301ex5-1.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 16, 2026 (ea029813301ex99-1.htm)

GRAPHIC (ea029813301_ex5-1img1.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event Reported): July 13, 2026

HEICO CORPORATION

(Exact

name of registrant as specified in its charter)

Florida

001-04604

65-0341002

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

3000 Taft Street, Hollywood, Florida 33021

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (954) 987-4000

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $.01 par value per share

HEI

New York Stock Exchange

Class A Common Stock, $.01 par value per share

HEI.A

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into Material Definitive Agreement.

July 13, 2026, HEICO Corporation (“HEICO” or the “Company”) executed an Underwriting Agreement (the “Underwriting

Agreement”) with BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the

representatives of the several underwriters listed in Schedule 1 therein, with regard to the issuance and sale by the Company of $550,000,000

principal amount of the Company’s 4.950% Senior Notes due 2031 (the “2031 Notes”) and $650,000,000 principal amount

of the Company’s 5.400% Senior Notes due 2036 (the “2036 Notes” and collectively with the 2031 Notes, the “Notes”).

The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification

rights and obligations of the parties, and termination provisions.

July 16, 2026, the Company completed the public offer and sale of the Notes (the “Notes Offering”). The Company intends to

use the net proceeds from the sale of the Notes to pay down borrowings outstanding on its Existing Credit Facility (as defined below).

The

Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3ASR, which became automatically effective

on July 13, 2026 (File No. 333-297410). The Notes were issued pursuant to an Indenture, dated as of July 16, 2026 (the “Base Indenture”),

between the Company and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated

as of July 16, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),

between the Company and the Trustee. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year,

commencing February 1, 2027. The 2031 Notes mature on August 1, 2031 and the 2036 Notes mature on August 1, 2036. The Notes are direct,

unsecured senior obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior

unsecured indebtedness. HEICO may redeem the Notes at any time in whole, or from time to time in part, prior to the applicable par call

date at the applicable redemption price described in the Indenture. On or after the applicable par call date the Notes will be redeemable,

at HEICO’s option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount

of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption. The

Company may be required to make an offer to purchase the Notes upon the occurrence of a “change of control triggering event”

as described in the Indenture.

The

Indenture includes certain customary covenants that, among other things, limit the Company’s and its subsidiaries’ ability

to grant liens to secure indebtedness or engage in sale and leaseback transactions and the Company’s ability to merge or consolidate

with, or convey, transfer or lease all or substantially all of its assets to, a third party, as further described in the Indenture. Each

of these limitations is subject to certain important qualifications and exceptions. The Indenture also includes certain customary events

of default. The occurrence of an event of default will either automatically, in certain instances, or upon declaration by the Trustee

or the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, in other instances, cause the acceleration

of the amounts due under the Notes.

All

references to the “Existing Credit Facility” in this Form 8-K refer to the revolving credit agreement, dated as of November

6, 2017, by and among the Company and the several banks and other financial institutions from time to time who are a party thereto, and

Truist Bank, as Administrative Agent, as amended and as may be further amended, restated, supplemented, refinanced, refunded or replaced

from time to time, including any such refinancing, refunding or replacement that increases the amount of borrowings thereunder or alters

the maturity thereof.

The

foregoing description of the Underwriting Agreement, the Notes and the Indenture does not purport to be complete and is qualified in

its entirety by reference to the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the form of each Note,

copies of which are filed as Exhibits 1.1, 4.1, 4.2, 4.3, and 4.4, respectively, hereto and are incorporated herein by reference.

Item

2.03. Creation of Direct Financial Obligation.

The

information set forth in Item 1.01 above with respect to the Notes and the Indenture is incorporated by reference into this Item 2.03

insofar as it relates to the creation of a direct financial obligation.

Item

7.01. Regulation FD Disclosure.

July 16, 2026, HEICO issued a press release announcing the completion of the Notes Offering. A copy of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

The information included in this Item 7.01 and Exhibit 99.1 included with this Current Report on Form 8-K shall not be deemed “filed”

for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended,

or the Exchange Act made after the date hereof, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated

by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language

in such filing.

Item

8.01. Other Events.

copy of the opinion delivered by Akerman LLP, counsel to the Company, regarding the legality of the Notes, is filed as Exhibit 5.1 hereto

and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

1.1

Underwriting Agreement, dated July 13, 2026, by and among HEICO Corporation and BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto.

4.1

Indenture, dated July 16, 2026, between HEICO Corporation and Truist Bank, as trustee.

4.2

First Supplemental Indenture, dated July 16, 2026, between HEICO Corporation and Truist Bank, as trustee.

4.3

Form of 4.950% Notes due 2031 (form included as Exhibit A to the First Supplemental Indenture being filed herewith as Exhibit 4.2).

4.4

Form of 5.400% Notes due 2036 (form included as Exhibit B to the First Supplemental Indenture being filed herewith as Exhibit 4.2).

5.1

Opinion of Akerman LLP.

23.1

Consent of Akerman LLP (contained in Exhibit 5.1 filed herewith).

99.1

Press Release, dated July 16, 2026.

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SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

HEICO CORPORATION

Dated: July 16, 2026

By:

/s/

Carlos L. Macau, Jr.

Executive Vice President

Chief Financial Officer

and Treasurer

EX-1.1 — UNDERWRITING AGREEMENT, DATED JULY 13, 2026, BY AND AMONG HEICO CORPORATION AND BOFA SECURITIES, INC., PNC CAPITAL MARKETS LLC, TRUIST SECURITIES, INC. AND WELLS FARGO SECURITIES, LLC

EX-1.1

Filename: ea029813301ex1-1.htm · Sequence: 2

Exhibit 1.1

HEICO CORPORATION

4.950% Senior Notes due 2031

5.400% Senior Notes due 2036

Underwriting Agreement

July 13, 2026

BofA Securities, Inc.

PNC Capital Markets LLC

Truist Securities, Inc.

Wells Fargo Securities, LLC

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

c/o PNC Capital Markets LLC

300 Fifth Ave, 10th Floor

Pittsburgh, PA 15222

c/o Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, NY 10001

c/o Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

Ladies and Gentlemen:

HEICO Corporation, a Florida

corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the

“Underwriters”), for whom BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities,

LLC are acting as representatives (the “Representatives”), $550,000,000 principal amount of its 4.950% Senior Notes

due 2031 and $650,000,000 principal amount of its 5.400% Senior Notes due 2036 (the “Securities”). The Securities will

be issued pursuant to an Indenture to be dated as of July 16, 2026 (the “Base Indenture”) among the Company and Truist

Bank, as trustee (the “Trustee”), as supplemented by a Supplemental Indenture to be dated as of July 16, 2026 (the

“Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

The Company hereby confirms

its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration

Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an

“automatic shelf registration statement,” as defined under Rule 405 (“Rule 405”) under the Securities Act

of 1933, as amended and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), on Form

S-3ASR (File No. 333-297410) not earlier than three years prior to the date hereof covering the offer and sale of certain securities of

the Company, including the Securities, from time to time under the Securities Act. Such registration statement became effective under

Rule 462(e) of the Securities Act upon filing with the Commission. Such registration statement, as of any time, means such registration

statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time,

the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities

Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule

430B”), and is referred to herein as the “Registration Statement;” provided, however, that the “Registration

Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto

as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date”

of the Registration Statement with respect to the Securities within the meaning of Rule 430B(f)(2), including the exhibits and schedules

thereto as of such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12

of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Each

preliminary prospectus supplement and the base prospectus used in connection with the offering of the Securities, including the documents

incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act immediately prior

to the Time of Sale (as defined below), are collectively referred to herein as a “Preliminary Prospectus.” Promptly

after execution and delivery of this agreement (this “Agreement”), the Company will prepare and file a final prospectus

supplement relating to the Securities in accordance with the provisions of Rule 424(b) of the Securities Act (“Rule 424(b)”).

Such final prospectus supplement and the base prospectus, in the form first furnished to the Underwriters for use in connection with the

offering and sale of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to

Item 12 of Form S-3 under the Securities Act immediately prior to the Time of Sale, are collectively referred to herein as the “Prospectus.”

For purposes of this Agreement, all references to the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment

or supplement thereto shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of

1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that

are deemed to be incorporated by reference therein.

At or prior to 4:45 P.M.,

New York City time on July 13, 2026, the time when sales of the Securities were first made (the “Time of Sale”), the

Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus

dated July 13, 2026, and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act)

listed on Annex A hereto.

2. Purchase

and Sale of the Securities.

(a) The

Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the

basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally

and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s

name in Schedule 1 hereto at the prices set forth in Schedule 2 hereto of the principal amount thereof plus accrued interest, if any,

from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all

the Securities to be purchased as provided herein.

(b) The

Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement

as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale

Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an

Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

for and delivery of the Securities will be made at the New York offices of King & Spalding LLP at 10:00 A.M., New York City time,

on July 16, 2026, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as

the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as

the “Closing Date”.

(d) Payment

for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives

against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one

or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable

in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the

Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

(e) The

Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty

to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the

offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the

Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or

regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible

for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no

responsibility or liability to the Company with respect thereto. Any review by any Representative or any Underwriter of the Company, the

transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative

or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.

3. Representations

and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a) Preliminary

Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary

Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation

or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.

(b) Time

of Sale Information. The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation

or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Preliminary Prospectus, the

Time of Sale Information or the Prospectus. No statement of material fact included in the Prospectus has been omitted from the Time of

Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus

has been omitted therefrom.

Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such)

have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any

“written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation

of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication

referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not

constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary

Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto, including a Pricing Term Sheet substantially in the form

of Annex B hereto, which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications,

in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material

respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities

Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery

of, such Issuer Free Writing Prospectus, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements

or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

(d) Registration

Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined

under Rule 405 of the Securities Act that has been filed with the Commission and automatically declared effective by the Commission not

earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement

or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order

suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant

to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission;

as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will

comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations

of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements

therein not misleading; and the Prospectus will comply in all material respects with the Securities Act and as of the date of the Prospectus

and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading; provided that the Company makes no representation or warranty with respect to (i) that part of

the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture

Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished

to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus

and any amendment or supplement thereto, it being understood and agreed that only such information furnished by any Underwriter consists

of the information described as such in Section 7(b) hereof.

(e) Incorporated

Documents. The documents incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information,

when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such

documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents

so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents

become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the

Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Financial

Statements. The financial statements and the related notes thereto included or incorporated by reference in each of the Registration

Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities

Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries as of the dates

indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements

have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis

throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in each of the Registration

Statement, the Prospectus and the Time of Sale Information present fairly the information required to be stated therein; and the other

financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the

Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown

thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,

the Prospectus and the Time of Sale Information fairly presents the information called for in all material respects and is prepared in

accordance with the Commission’s rules and guidelines applicable thereto.

(g) No

Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference

in each of the Registration Statement, the Time of Sale Information and the Prospectus, (i) there has not been any change in the capital

stock or long-term debt of the Company or any of its subsidiaries (other than such changes in the capital stock or long-term debt of the

Company or any of its subsidiaries that are in the ordinary course of the Company’s business), or any dividend or distribution of

any kind declared (other than regular semi-annual cash dividends), set aside for payment, paid or made by the Company on any class of

capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the

business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as

a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company

and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and

its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference

with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or

dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise

disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(h) Organization

and Good Standing. The Company and each of the Company’s other significant subsidiaries (as defined under Rule 1-02 of Regulation

S-X, each, a “Subsidiary” and collectively, the “Subsidiaries”) have been duly organized and are

validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business

and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective

businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct

the businesses in which they are engaged, except where the failure to be so qualified, in good standing or have such power or authority

would not, individually or in the aggregate, have a material adverse effect on the business, properties, management, financial position,

results of operations or prospects of the Company and the Subsidiaries taken as a whole or on the performance by the Company of its obligations

under this Agreement and the Securities (a “Material Adverse Effect”). The Subsidiaries listed in Schedule 3 to this

Agreement are the only significant subsidiaries of the Company.

(i) Capitalization.

The Company has the capitalization as set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus

under the heading “Capitalization”; and all the outstanding shares of capital stock or other equity interests of each Subsidiary

of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly

by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim

of any third party except as otherwise described in each of the Registration Statement, the Time of Sale Information and the Prospectus.

(j) Due

Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the Securities and the Indenture

(collectively, the “Transaction Documents”) to which it is a party and to perform its obligations hereunder and thereunder;

and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents

and the consummation of the transactions contemplated thereby has been duly and validly taken.

(k) The

Indenture. The Indenture has been duly qualified under the Trust Indenture Act. The Indenture has been duly authorized by the Company

and on the Closing Date will be duly executed and delivered by the Company and, when duly executed and delivered in accordance with its

terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company

in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,

fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating

to enforceability, regardless of whether enforceability is considered in a proceeding in equity or at law, (collectively, the “Enforceability

Exceptions”); and the Indenture will conform in all material respects to the requirements of the Trust Indenture Act.

(l) The

Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as

provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and

legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability

Exceptions, and will be entitled to the benefits of the Indenture.

(m) Underwriting

Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(n) [Reserved].

(o) Descriptions

of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in

each of the Registration Statement, the Time of Sale Information and the Prospectus.

(p) No

Violation or Default. Neither the Company nor any of the subsidiaries is (i) in violation of its charter or by-laws or similar organizational

documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in

the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement

or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries

is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute

or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over

the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would

not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(q) No

Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party, the

issuance and sale of the Securities, and compliance by the Company with the terms thereof and the consummation of the transactions contemplated

by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute

a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge

or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed

of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company

or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii)

result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of the Subsidiaries

or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental

or regulatory authority having jurisdiction over the Company or any of the subsidiaries, except, in the case of clauses (i) and (iii)

above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect.

(r) No

Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or

governmental or regulatory authority having jurisdiction over the Company is required for the execution, delivery and performance by the

Company of each of the Transaction Documents to which it is party, the issuance and sale of the Securities and compliance by the Company

with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for those that have

been obtained and (i) the registration of the Securities under the Securities Act, (ii) the qualification of the Indenture under the Trust

Indenture Act and (iii) such consents, approvals, authorizations, orders and registrations or qualifications as may be required under

applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

(s) Legal

Proceedings. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are

no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”)

pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries

is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could

reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company, contemplated

by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required

under the Securities Act to be described in the Registration Statement, the Time of Sale Information or the Prospectus that are not so

described in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or

contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described

in the Registration Statement, the Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement

or described in the Registration Statement, the Time of Sale Information and the Prospectus.

(t) Independent

Accountants. Deloitte & Touche LLP, who have audited certain financial statements of the Company and its subsidiaries is an independent

registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted

by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(u) Title

to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights

to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its

subsidiaries, in each case free and clear of all liens, charges, encumbrances, claims and defects and imperfections of title except those

that are described in each of the Registration Statement, the Time of Sale Information and the Prospectus and those that (i) do not materially

interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably

be expected, individually or in the aggregate, to have a Material Adverse Effect.

(v) Intellectual

Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect (i) the Company and the Subsidiaries

own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service

mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures,

proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively,

“Intellectual Property”) used in or necessary for the conduct of their respective businesses; (ii) the Company and

its Subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual

Property of any person; (iii) neither the Company nor any of the Subsidiaries has received any written notice of any claim relating to

Intellectual Property; and (iv) the Intellectual Property of the Company and the Subsidiaries is not being infringed, misappropriated

or otherwise violated by any person.

(w) No

Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on

the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its subsidiaries,

on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that

is not so described in such documents and in the Time of Sale Information.

(x) Investment

Company Act. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds

thereof as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, will not be an “investment

company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company

Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(y) Taxes.

The Company and its Subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid

or filed through the date hereof, or have requested extensions of filing deadlines therefor; and except as otherwise disclosed in each

of the Registration Statement, the Time of Sale Information and the Prospectus, there is no tax deficiency that has been, or could reasonably

be expected to be, asserted against the Company or any of its Subsidiaries or any of their respective properties or assets.

(z) Licenses

and Permits. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company and its Subsidiaries

possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings

with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or

lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement,

the Time of Sale Information and the Prospectus, except where the failure to possess or make the same would not, individually or in the

aggregate, have a Material Adverse Effect and (ii) neither the Company nor any of the Subsidiaries has received notice of any revocation

or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license,

sub-license, certificate, permit or authorization will not be renewed in the ordinary course.

(aa) No Labor

Disputes. No labor disturbance by or dispute with employees of the Company or any of the Subsidiaries exists or, to the knowledge

of the Company, is contemplated or threatened and the Company is not aware of any existing or imminent labor disturbance by, or dispute

with, the employees of any of the Company’s or any of its subsidiaries’ principal suppliers, contractors or customers, except

as would not have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has received any notice of cancellation or

termination with respect to any collective bargaining agreement to which it is a party.

(bb) Certain

Environmental Matters. (i) The Company and the subsidiaries (x) are in compliance with all, and have not violated any, applicable

federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders

and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural

resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”);

(y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or

approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any

actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including

for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants,

and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no

costs or liabilities associated with Environmental Laws of or relating to the Company or the Subsidiaries, except in the case of each

of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect; and (iii) except as described in each of the Time of Sale Information and the Prospectus, (x) there is no proceeding that is pending,

or that is known to be contemplated, against the Company or any of the Subsidiaries under any Environmental Laws in which a governmental

entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more

will be imposed, (y) the Company and the Subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws,

or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants,

that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company

and the Subsidiaries, and (z) none of the Company or the Subsidiaries anticipates material capital expenditures relating to any Environmental

Laws.

(cc) Compliance

with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,

as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as

any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA

or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue

Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained

in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited

to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred

with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that

is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is

reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the

Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of

Section 303(i) of ERISA), and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is

in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair

market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions

used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated

thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of

the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification;

(viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title

IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and

without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA);

and (ix) none of the following events has occurred or is reasonably likely to occur: (A) an increase in the aggregate amount of contributions

required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled

Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most

recently completed fiscal year; or (B) an increase in the Company and its subsidiaries’ “accumulated post-retirement benefit

obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in

the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions

set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

(dd) Disclosure

Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined

in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that

information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures

designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely

decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure

controls and procedures as required by Rule 13a-15 of the Exchange Act.

(ee) Accounting

Controls. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its

subsidiaries maintain systems of internal control over financial reporting that have been designed by, or under the supervision of, their

respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

GAAP. The Company and its subsidiaries maintain internal controls over financial reporting sufficient to provide reasonable assurance

that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access

to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,

the Prospectus and the Time of Sale Information is prepared in accordance with the Commission’s rules and guidelines applicable

thereto. Except as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no material

weaknesses or significant deficiencies in the Company’s internal controls.

(ff) Insurance.

The Company and the Subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including

business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the

Company and the Subsidiaries and their respective businesses; and neither the Company nor any of the Subsidiaries has (i) received notice

from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order

to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when

such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(gg) No Unlawful

Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries

nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of

its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating

to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful

payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity

or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any

political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign

Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of

Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom,

or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of

any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other

unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to

maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption

laws.

(hh) Compliance

with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced

by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or

before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect

to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ii) No

Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge

of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is

currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the

Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and

including, without limitation, the designation as a “specially designated national” or “blocked person”), the

United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”),

or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located,

organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Zaporizhzhia

and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran,

Syria (before July 1, 2025) and North Korea (each, a “Sanctioned Country”); and the Company will not directly or indirectly

use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time

of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any

Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the

transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries

have not knowingly engaged in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing

or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(jj) Senior

Indebtedness. The Securities constitute “senior indebtedness” as such term is defined in any indenture or agreement governing

any outstanding subordinated indebtedness of the Company.

(kk) No Restrictions

on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument

to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s

capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or

from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(ll) No Broker’s

Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other

than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s

fee or like payment in connection with the offering and sale of the Securities.

(mm) No Registration

Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities

Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

(nn) No Stabilization.

The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any

stabilization or manipulation of the price of the Securities.

(oo) Margin

Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described

in each of the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board

of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(pp) Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) included or incorporated by reference in any of the Registration Statement, the Time of Sale Information or the Prospectus has been

made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(qq) Statistical

and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and

market-related data included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the

Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(rr) Cybersecurity;

Data Protection. Except as otherwise disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus,

the Company and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,

websites, applications, and databases (collectively, “IT Systems”) (i) are adequate for, and operate and perform in

all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted,

(ii) have not malfunctioned or failed and (iii) to the knowledge of the Company, are free and clear of all material bugs, errors, defects,

Trojan horses, time bombs, back doors, drop dead devices, malware and other corruptants, including software or hardware components that

are designed to interrupt use of, permit unauthorized access to or disable, damage or erase the IT Systems. The Company and the Subsidiaries

have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards consistent with applicable regulatory

standards and customary industry practices to maintain and protect their confidential information and the integrity, continuous operation,

redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated

data and information of their respective customers, employees, suppliers, vendors or any other third-party data collected, used, stored,

maintained or otherwise processed by or on behalf of the Company or any of the Subsidiaries (collectively, the “Data”)) used

in connection with their businesses, and there have been no breaches, violations, outages, destructions, losses, misappropriations, modifications,

misuses or unauthorized uses of or accesses to same (each, a “Breach”), except for those that have been remedied without

material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating

to the same and except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus. The Company

and the Subsidiaries have complied and are presently in material compliance with all applicable laws or statutes and all judgments, orders,

rules and regulations of any court or arbitrator or governmental or regulatory authority, internal and external policies and contractual

and other legal obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal, disclosure,

processing, privacy and security of IT Systems and Data (collectively, the “Data Security Obligations”) and to the

protection of such IT Systems and Data from a Breach. Neither the Company nor any of the Subsidiaries has received any notification of

or complaint regarding, or is aware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance

with any Data Security Obligation. The Company and the Subsidiaries have implemented reasonable backup and disaster recovery technology

consistent with applicable regulatory standards and customary industry practices.

(ss) Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities

as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection

therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(tt) Status

under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under

the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.

4. Further

Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a) Required

Filings. The Company will file a final prospectus supplement with the Commission within the time periods specified by Rule 424(b),

will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Annex B hereto) to the extent required by

Rule 433 under the Securities Act; the Company will file promptly all reports and any definitive proxy or information statements required

to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date

of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities;

and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered)

to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement

in such quantities as the Representatives may reasonably request. The Company will pay the registration fees for this offering within

the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event

prior to the Closing Date.

(b) Delivery

of Copies. The Company will deliver, without charge, upon request (i) to each Representative, a conformed electronic copy of the Registration

Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and during

the Prospectus Delivery Period (as defined below), electronic copies of the Prospectus (including all amendments and supplements thereto

and documents incorporated by reference therein) and each Issuer Free Writing Prospectus. As used herein, the term “Prospectus

Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of

counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but

for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

or Supplements; Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing

any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether

before or after the time that the Registration Statement becomes effective the Company will furnish to the Representatives and counsel

for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare,

use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to

which the Representatives reasonably object.

(d) Notice

to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when any amendment

to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any amendment to the

Prospectus or any Issuer Free Writing Prospectus has been filed; (iii) of any request by the Commission for any amendment to the Registration

Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration

Statement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission or any other governmental

or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of

any Preliminary Prospectus, the Prospectus, any Time of Sale Information or any Issuer Free Writing Prospectus or the initiation or threatening

of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event or development

within the Prospectus Delivery Period as a result of which the Prospectus, any of the Time of Sale Information or any Issuer Free Writing

Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus,

the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt

by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto

pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension

of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such

purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of

the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information, Issuer

Free Writing Prospectus or the Prospectus, or suspending any such qualification of the Securities and, if any such order is issued, will

use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

(e) Time

of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which

any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state

any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with

law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with

the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such

amendments or supplements to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference

therein) as may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including such

documents to be incorporated by reference therein) will not, in the light of the circumstances under which they were made, be misleading

or so that any of the Time of Sale Information will comply with law.

(f) Ongoing

Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus

as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be

stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is

delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company

will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and

furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus

(or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in

the Prospectus as so amended or supplemented including such documents to be incorporated by reference therein will not, in the light of

the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(g) Blue

Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions

as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of

the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a

dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to

service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(h) Earnings

Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earnings

statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering

a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date”

(as defined in Rule 158) of the Registration Statement.

(i) Clear

Market. During the period from the date hereof through and including the Closing Date, the Company will not, without the prior written

consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued by the Company and having

a tenor of more than one year.

(j) Use

of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement,

the Time of Sale Information and the Prospectus under the heading “Use of proceeds”.

(k) DTC.

The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.

(l) No

Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause

or result in any stabilization or manipulation of the price of the Securities.

(m) Record

Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing

Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5. Certain

Agreements of the Underwriters. Each Underwriter hereby represents and agrees that it has not and will not use, authorize use of,

refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the

Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by

reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that,

solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission

pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above

(including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in

advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the

Company.

6. Conditions

of Underwriters’ Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein

is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding

for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened

by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities

Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance

with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable

satisfaction of the Representatives.

(b) Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and

on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date.

Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading

shall have occurred in the rating accorded the Securities or any other debt securities issued by the Company or any of its subsidiaries

by any “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange

Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with

respect to, its rating of the Securities or of any other debt securities issued by the Company or any of its subsidiaries (other than

an announcement with positive implications of a possible upgrading).

(d) No

Material Adverse Change. No event or condition of a type described in Section 3 hereof shall have occurred or shall exist, which event

or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus

(excluding any amendment or supplement thereto) the effect of which in the judgment of the Representatives makes it impracticable or inadvisable

to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time

of Sale Information and the Prospectus.

(e) Officer’s

Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company

who has specific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such

officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the knowledge of such

officer, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations

and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied

all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in

paragraphs (a), (c) and (d) above.

(f) Comfort

Letters. On the date of this Agreement and on the Closing Date, Deloitte & Touche LLP shall have furnished to the Representatives,

at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and

substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’

“comfort letters” to underwriters with respect to the financial statements and certain financial information contained or

incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that

the letter delivered on the date of this Agreement and on the Closing Date, respectively, shall use a “cut-off” date no more

than three business days prior to the date of this Agreement or the Closing Date, respectively.

(g) Chief

Financial Officers’ Certificates. On the date of this Agreement and the Closing Date, the Company shall have furnished to the

Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Representatives, of its chief financial

officer with respect to certain financial data of the Company contained in the Registration Statement, the Time of Sale Information and

the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory

to the Representatives.

(h) Opinion

and 10b-5 Statement of Counsel for the Company. Akerman LLP, counsel for the Company, shall have furnished to the Representatives,

at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in

form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

(i) Opinion

and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion

and 10b-5 statement, addressed to the Underwriters, of King & Spalding LLP, counsel for the Underwriters, with respect to such matters

as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably

request to enable them to pass upon such matters.

(j) No

Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted

or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance

or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of

the Closing Date, prevent the issuance or sale of the Securities.

(k) Good

Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the

Company and the Subsidiaries in their respective jurisdiction of organization and their good standing in such other jurisdictions as the

Representatives may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental

authorities of such jurisdictions.

(l) DTC.

The Securities shall be eligible for clearance and settlement through DTC.

(m) Indenture

and Securities. The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee,

and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the

Trustee.

(n) Secretary’s

Certificate. The Company shall have furnished to the Representatives a Secretary’s Certificate of the Company, in form and substance

reasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated by this Agreement.

(o) Additional

Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and

documents as the Representatives may reasonably request.

All opinions, letters, certificates

and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they

are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification

and Contribution.

(a) Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and

each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other

expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint

or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in

the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein

or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material

fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information,

or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar

as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement

or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing

by such Underwriter through the Representatives expressly for use therein.

(b) Indemnification

of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors

and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only

with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged

untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the

Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or

any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed

that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the fifth paragraph,

the seventh paragraph and the third sentence of the thirteenth paragraph under the caption “Underwriting”.

and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be

brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above,

such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought

(the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not

relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced

(through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify

the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph

(a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying

Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without

the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled

to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and

expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding,

any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense

of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii)

the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii)

the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in

addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties)

include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate

due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection

with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm

(in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they

are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter

shall be designated in writing by the Representatives and any such separate firm for the Company, its respective directors and officers

who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying

Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent

or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against

any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified

Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated

by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if

(i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying

Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying

Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in

respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified

Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory

to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement

as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution.

If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect

of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying

such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses,

claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the

one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not

permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)

but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions

that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits

received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as

the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total underwriting discounts

and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus,

bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and the Underwriters on the

other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the

omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation

on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section

7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other

method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or

payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be

deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection

with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute

any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect

to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason

of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective

purchase obligations hereunder and not joint.

(f) Non-Exclusive

Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise

be available to any Indemnified Person at law or in equity.

8. Effectiveness

of Agreement. This Agreement shall become effective as of the date first written above.

9. Termination.

This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and

delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on

the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued by the Company shall have been suspended

on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared

by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in

financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives,

is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on

the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

10. Defaulting

Underwriter.

(a) If,

on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the

non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company

on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters

do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to

procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become

obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone

the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel

for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus or in any other document

or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale

Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes,

for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to

this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

(b) If,

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased

does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require

each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus

such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder)

of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased

exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described

in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination

of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue

to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not

terminate and shall remain in effect.

(d) Nothing

contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter

for damages caused by its default.

11. Payment

of Expenses.

(a) Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause

to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs

incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii)

the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus,

any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements

thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees

and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration

or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives

may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel

for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee

and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred

in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of

the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show”

presentation to potential investors.

(b) If

(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to

the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company

agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and

documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering

contemplated hereby.

12. Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred

to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right,

remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter

shall be deemed to be a successor merely by reason of such purchase.

13. Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained

in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant

hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination

of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.

14. Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”

has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than

a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary” has the meaning

set forth in Rule 405 under the Securities Act.

15. Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October

26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including

the Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

16. Miscellaneous.

(a) Authority

of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters,

and any such action taken by the Representatives shall be binding upon the Underwriters.

(b) Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives: BofA Securities,

Inc., 114 West 47th Street, NY8-114-07-01, New York, NY 10036, Facsimile: (212) 901-7881, Attention: High Grade Debt Capital

Markets Transaction Management/Legal; PNC Capital Markets LLC, 300 Fifth Ave, 10th Floor, Pittsburgh, PA 15222, Attention: Debt Capital

Markets, Fixed Income Transaction Execution, Email: capitalmarketsnotices@pnc.com; Truist Securities, Inc., 50 Hudson Yards, 70th

Floor, New York, NY 10001 (fax: (404) 926-5027), Attention: Investment Grade Debt Capital Markets; and Wells Fargo Securities, LLC, 550

South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management, Email: tmgcapitalmarkets@wellsfargo.com. Notices

to the Company shall be given to it at HEICO Corporation, 3000 Taft Street, Hollywood, Florida 33021, Attention: Joseph Pallot, Email:

jpallot@heico.com.

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the laws of the State of New York.

(d) Submission

to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough

of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated

hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such

courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding

upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment.

(e) Waiver

of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating

to this Agreement.

(f) Recognition

of the U.S. Special Resolution Regimes.

(i) In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(ii) In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

As used in this Section 16(e):

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following:

(i) a “covered entity” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has

the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall

Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(g) Counterparts.

This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication),

each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered

via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions

Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered

shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(h) Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

(i) Headings.

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or

interpretation of, this Agreement.

If the foregoing is in accordance

with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

HEICO CORPORATION

By:

/s/ Carlos L. Macau, Jr.

Name:

Carlos L. Macau, Jr.

Title:

Executive Vice President,

Chief Financial Officer and Treasurer

Accepted: As of the date first written above

BOFA SECURITIES, INC.

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:

/s/ Cody Kiechle

Authorized Signatory

PNC Capital Markets LLC

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:

/s/ Valerie Shadeck

Authorized Signatory

TRUIST SECURITIES, INC.

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:

/s/ Robert Nordlinger

Authorized Signatory

WELLS FARGO SECURITIES, LLC

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:

/s/ Carolyn Hurley

Authorized Signatory

Schedule 1

Underwriter

Principal

Amount of

2031 Notes

Principal

Amount of

2036 Notes

Truist Securities, Inc.

$ 110,000,000

$ 130,000,000

BofA Securities, Inc.

$ 79,750,000

$ 94,250,000

PNC Capital Markets LLC

$ 79,750,000

$ 94,250,000

Wells Fargo Securities, LLC

$ 79,750,000

$ 94,250,000

Credit Agricole Securities (USA) Inc.

$ 55,000,000

$ 65,000,000

TD Securities (USA) LLC

$ 55,000,000

$ 65,000,000

Huntington Securities, Inc.

$ 33,000,000

$ 39,000,000

J.P. Morgan Securities LLC

$ 19,250,000

$ 22,750,000

M&T Securities, Inc.

$ 19,250,000

$ 22,750,000

RBC Capital Markets, LLC

$ 19,250,000

$ 22,750,000

Total

$ 550,000,000

$ 650,000,000

Schedule 1-1

Schedule 2

Notes Offered

Price to the

Underwriters

$550,000,000 aggregate principal amount of 4.950% Senior Notes due 2031

99.336 %

$650,000,000 aggregate principal amount of 5.400% Senior Notes due 2036

99.255 %

Schedule 2-1

Schedule 3

Subsidiaries

SIGNIFICANT SUBSIDIARIES OF HEICO CORPORATION

Name

State or Other Jurisdiction of Incorporation

Seal Dynamics LLC

Florida

Wencor Parent, Inc.

Delaware

Schedule 3-1

Annex A

Time of Sale Information

● Pricing Term Sheet, dated July 13, 2026, substantially in the

form of Annex B.

Annex A-1

Annex B

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-297410

July 13, 2026

HEICO CORPORATION

Pricing Term Sheet

July 13, 2026

$550,000,000 4.950% Senior Notes due 2031 (the

“2031 Notes”)

$650,000,000 5.400% Senior Notes due 2036 (the

“2036 Notes”)

Issuer:

HEICO

Corporation (the “Issuer”)

Securities Type:

Senior,

unsecured

Ratings*:

Baa1

(stable) by Moody’s / BBB+ (stable) by Fitch

Trade Date

July

13, 2026

Settlement Date**:

T+3;

July 16, 2026

Size:

$550,000,000

aggregate principal amount of 2031 Notes

$650,000,000

aggregate principal amount of 2036 Notes

Maturity:

August

1, 2031 for the 2031 Notes

August

1, 2036 for the 2036 Notes

Coupon:

4.950%

for the 2031 Notes

5.400%

for the 2036 Notes

Issue Price:

99.936%

of face amount for the 2031 Notes

99.905%

of face amount for the 2036 Notes

Yield to maturity:

4.964%

for the 2031 Notes

5.412%

for the 2036 Notes

Spread to Benchmark Treasury:

+60

bps for the 2031 Notes

+80

bps for the 2036 Notes

Benchmark Treasury:

4.125%

due June 30, 2031 for the 2031 Notes

4.375%

due May 15, 2036 for the 2036 Notes

Annex B-1

Benchmark Treasury Price / Yield:

98-30 1/8 / 4.364% for the 2031 Notes

98-04+ / 4.612% for the 2036 Notes

Interest Payment Dates:

February 1 and August 1 of each year, commencing February 1, 2027

Optional Redemption:

2031 Notes: Prior to July 1, 2031 (one

month prior to the maturity date of the notes), at a redemption price equal to the greater of (i)(a) the sum of the present values of

the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on July

1, 2031) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points

less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the notes to be redeemed, plus, in either

case, accrued and unpaid interest thereon to, but excluding, the redemption date.

On or after July 1, 2031, at a redemption

price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the

redemption date.

2036 Notes: Prior to May 1, 2036 (three

months prior to the maturity date of the notes), at a redemption price equal to the greater of (i)(a) the sum of the present values of

the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on May

1, 2036) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points

less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the notes to be redeemed, plus, in either

case, accrued and unpaid interest thereon to, but excluding, the redemption date.

On or after May 1, 2036, at a redemption

price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the

redemption date.

Joint Book-Running Managers:

Truist Securities, Inc.

BofA Securities, Inc.

PNC Capital Markets LLC

Wells Fargo Securities, LLC

Credit Agricole Securities (USA) Inc.

TD Securities (USA) LLC

Annex B-2

Co-Managers:

Huntington Securities, Inc.

J.P. Morgan Securities LLC

M&T Securities, Inc.

RBC Capital Markets, LLC

CUSIP / ISIN:

2031 Notes: 422806 AC3 / US422806AC32

2036 Notes: 422806 AD1 / US422806AD15

(*) A securities rating is not a recommendation to buy, sell

or hold securities and may be revised or withdrawn at any time.

(**) It is expected that delivery of the notes will be made against

payment therefor on or about July 16, 2026, which will be the third business day following the date of pricing of the notes, or “T+3.”

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the

parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes before the business day prior to

the delivery date, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the

time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes before the business day prior

to their date of delivery hereunder should consult their advisors.

HEICO Corporation has filed a registration

statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read

the prospectus in that registration statement and other documents HEICO Corporation has filed with the SEC for more complete information

about HEICO Corporation and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.

Alternatively, HEICO Corporation, any underwriter or any dealer participating in the offering will arrange to send you the prospectus

if you request it by calling Truist Securities, Inc. at 1-800-685-4786, BofA Securities, Inc. at 1-800-294-1322, Wells Fargo Securities,

LLC by calling toll-free 1-800-645-3751 or PNC Capital Markets LLC by calling toll-free at 1-855-881-0697.

Any

disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers

or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

Annex B-3

EX-4.1 — INDENTURE, DATED JULY 16, 2026, BETWEEN HEICO CORPORATION AND TRUIST BANK, AS TRUSTEE

EX-4.1

Filename: ea029813301ex4-1.htm · Sequence: 3

Exhibit 4.1

INDENTURE

DATED AS OF July 16, 2026

BETWEEN

HEICO Corporation,

as Issuer,

AND

Truist Bank,

as Trustee

Reconciliation and tie between Trust Indenture

Act of 1939 and this Indenture

Trust Indenture Act Section

Indenture Section

310(a)(1)

6.09

(a)(2)

6.09

(a)(3)

Not Applicable

(a)(4)

Not Applicable

(a)(5)

6.09

(b)

6.08, 6.10

(c)

Not Applicable

311(a)

6.13

(b)

6.13

(c)

Not Applicable

312(a)

7.01, 7.02

(b)

7.02

(c)

7.02

313(a)

7.03

(b)(1)

Not Applicable

(b)(2)

7.03

(c)

7.03

(d)

7.03

314(a)

7.04

(a)(4)

1.04, 10.04

(b)

Not Applicable

(c)(1)

1.02

(c)(2)

1.02

(c)(3)

Not Applicable

(d)

Not Applicable

(e)

1.02

(f)

Not Applicable

315(a)

6.01

(b)

6.02

(c)

6.01

(d)

6.01

(c)

5.14

316(a)(last sentence)

1.06

(a)(1)(A)

5.02, 5.12

(a)(1)(B)

5.13

(a)(2)

Not Applicable

(b)

5.08

(c)

1.04

317(a)(1)

5.03

(a)(2)

5.04

(b)

10.03

318(a)

1.07

(b)

Not Applicable

(c)

1.07

NOTE: This reconciliation and tie shall

not, for any purpose, be deemed to be part of the Indenture.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01

Definitions.

Section 1.02

Compliance Certificates and Opinions.

Section 1.03

Form of Documents Delivered to Trustee.

Section 1.04

Acts of Holders; Record Dates.

Section 1.05

Notices, Etc., to Trustee, the Company.

Section 1.06

Notice to Holders; Waiver.

Section 1.07

Conflict with Trust Indenture Act.

Section 1.08

Effect of Headings and Table of Contents.

Section 1.09

Successors and Assigns.

Section 1.10

Separability Clause.

Section 1.11

Benefits of Indenture.

Section 1.12

Governing Law.

Section 1.13

Legal Holidays.

Section 1.14

Counterparts; Signatures.

Section 1.15

Incorporators, Equityholders, Directors, Members, Managers, Officers and Employees of the Company Exempt from Individual Liability.

Section 1.16

WAIVER OF JURY TRIAL.

Section 1.17

U.S.A. Patriot Act.

Section 1.18

Jurisdiction; Consent to Service of Process.

Section 1.19

Calculations in Respect of the Securities.

ARTICLE II SECURITY FORM

Section 2.01

Forms Generally.

Section 2.02

Form of Legend for Global Securities.

Section 2.03

Form of Trustee’s Certificate of Authentication.

ARTICLE III THE SECURITIES

Section 3.01

Amount Unlimited; Issuable in Series.

Section 3.02

Denominations.

Section 3.03

Execution, Authentication, Delivery and Dating.

Section 3.04

Temporary Securities.

Section 3.05

Registration; Registration of Transfer and Exchange.

Section 3.06

Mutilated, Destroyed, Lost and Stolen Securities.

Section 3.07

Payment of Interest; Interest Rights Preserved.

Section 3.08

Persons Deemed Owners.

Section 3.09

Cancellation.

Section 3.10

Computation of Interest.

Section 3.11

CUSIP Numbers.

Section 3.12

Depositary.

ARTICLE IV SATISFACTION AND DISCHARGE

Section 4.01

Satisfaction and Discharge of Indenture.

Section 4.02

Application of Trust Money.

ARTICLE V REMEDIES

Section 5.01

Events of Default.

Section 5.02

Acceleration of Maturity; Rescission and Annulment.

Section 5.03

Collection of Indebtedness and Suits for Enforcement by Trustee.

Section 5.04

Trustee May File Proofs of Claim.

Section 5.05

Trustee May Enforce Claims Without Possession of Securities.

Section 5.06

Application of Money Collected.

Section 5.07

Limitation on Suits.

Section 5.08

Unconditional Right of Holders to Receive Principal Premium and Interest and to Convert Securities.

Section 5.09

Restoration of Rights and Remedies.

Section 5.10

Rights and Remedies Cumulative.

Section 5.11

Delay or Omission Not Waiver.

Section 5.12

Control by Holders.

Section 5.13

Waiver of Past Defaults.

Section 5.14

Undertaking for Costs.

Section 5.15

Waiver of Usury, Stay or Extension Laws.

ARTICLE VI THE TRUSTEE

Section 6.01

Certain Duties and Responsibilities.

Section 6.02

Notice of Defaults.

Section 6.03

Certain Rights of Trustee.

Section 6.04

Not Responsible for Recitals or Issuance of Securities.

Section 6.05

May Hold Securities.

Section 6.06

Money Held in Trust.

Section 6.07

Compensation and Reimbursement.

Section 6.08

Conflicting Interests.

Section 6.09

Corporate Trustee Required, Eligibility.

Section 6.10

Resignation and Removal, Appointment of Successor.

Section 6.11

Acceptance of Appointment by Successor.

Section 6.12

Merger, Conversion, Consolidation or Succession to Business.

Section 6.13

Preferential Collection of Claims Against Company.

Section 6.14

Appointment of Authenticating Agent.

ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01

Company to Furnish Trustee Names and Addresses of Holders.

Section 7.02

Preservation of Information; Communications to Holders.

Section 7.03

Reports by Trustee.

Section 7.04

Reports by Company.

Section 7.05

Calculation of Original Issue Discount.

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01

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

Section 8.02

Successor Substituted.

iii

ARTICLE IX SUPPLEMENTAL INDENTURES

Section 9.01

Supplemental Indentures Without Consent of Holders.

Section 9.02

Supplemental Indentures With Consent of Holders.

Section 9.03

Execution of Supplemental Indentures.

Section 9.04

Effect of Supplemental Indentures.

Section 9.05

Conformity with Trust Indenture Act.

Section 9.06

Reference in Securities to Supplemental Indentures.

ARTICLE X COVENANTS

Section 10.01

Payment of Principal, Premium and Interest.

Section 10.02

Maintenance of Office or Agency.

Section 10.03

Money for Securities Payments to Be Held in Trust.

Section 10.04

Statement by Officers as to Default.

Section 10.05

Existence.

Section 10.06

Waiver of Certain Covenants.

ARTICLE XI REDEMPTION OF SECURITIES

Section 11.01

Applicability of Article.

Section 11.02

Election to Redeem; Notice to Trustee.

Section 11.03

Selection by Trustee of Securities to Be Redeemed.

Section 11.04

Notice of Redemption.

Section 11.05

Deposit of Redemption Price.

Section 11.06

Securities Payable on Redemption Date.

Section 11.07

Securities Redeemed in Part.

ARTICLE XII SINKING FUNDS

Section 12.01

Applicability of Article.

Section 12.02

Satisfaction of Sinking Fund Payments with Securities.

Section 12.03

Redemption of Securities for Sinking Fund.

ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01

Company’s Option to Effect Defeasance or Covenant Defeasance.

Section 13.02

Defeasance and Discharge.

Section 13.03

Covenant Defeasance.

Section 13.04

Conditions to Defeasance or Covenant Defeasance.

Section 13.05

Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Section 13.06

Reinstatement.

INDENTURE

THIS INDENTURE, dated as of

July 16, 2026, between HEICO CORPORATION, a corporation duly organized and existing under the laws of the State of Florida (herein

called the “Company”), having its principal executive office located at 3000 Taft Street, Hollywood, Florida

33021, and TRUIST BANK, a North Carolina banking corporation, as trustee (herein called the “Trustee”).

RECITALS

The Company has duly authorized

the execution and delivery of this Indenture to provide for the issuance from time to time of the Company’s unsecured senior debentures,

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

as provided in this Indenture.

All things necessary to make

this Indenture a valid agreement of the Company in accordance with its terms, have been done.

This Indenture is subject

to the applicable provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange

Commission promulgated thereunder and shall be governed by such provisions.

NOW, THEREFORE, and in consideration

of the premises and the purchase of the Securities by the Holders (as defined herein) thereof, it is mutually agreed, for the equal and

proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

ARTICLE I DEFINITIONS

AND OTHER PROVISIONS OF GENERAL APPLICATION

Section

1.01 Definitions.

For all purposes of this Indenture,

except as otherwise expressly provided or unless the context otherwise requires:

(a) the

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

masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires;

(b) all

other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned

to them therein;

accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles

in the United States of America (including, if applicable, International Financial Reporting Standards) as in effect from time to time;

(d) unless

the context otherwise requires, any reference to an “Article” or a “Section” refers

to an Article or a Section, as the case may be, of this Indenture;

(e) the

words “herein”, “hereof” and “hereunder” and other words

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

(f) “or”

is not exclusive, and “including” means “including without limitation”, “including but not limited to”

or words of similar import; and

(g) when

used with respect to any Security, the words “convert,” “converted” and “conversion” are intended

to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property in accordance

with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 3.01, and these words are not

intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same series and like

tenor pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.06 or Section 11.07 or another

similar provisions of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security that

may be converted mean such terms as may be specified for such Security as contemplated in Section 3.01.

“Act”,

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

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

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

Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of

voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative

to the foregoing.

“Applicable Procedures”

of a Depositary means, with respect to any transfer, exchange, transaction or other matter at any time, involving a Global Security, the

rules policies and procedures of such Depositary, if any, that are applicable to such matter at such time.

“Authenticating

Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate

Securities of one or more series.

“Board of Directors”

when used with reference to the Company means the board of directors of the Company, or any duly authorized committee of that board of

directors.

“Board Resolution”

means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board

of Directors of the Company, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day”,

when used with respect to any Place of Payment, means, except as otherwise provided or contemplated by Section 3.01 with respect

to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which commercial banking institutions

in that Place of Payment are authorized or obligated by law or executive order or regulation to close.

“Commission”

means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after

the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture

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

“Company”

means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become

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

“Company Request”

or “Company Order” mean, respectively, a written request or order, as the case may be, signed in the name of

the Company by any Senior Officer, the Treasurer of the Company or the General Counsel of the Company.

“Corporate Trust

Office” means the designated office of the Trustee (currently at 2713 Forest Hills Road, S.W., Building 2, Floor 2, Wilson,

NC 27893, Attention: Corporate Trust and Escrow Services) at which at any particular time its corporate trust business with respect to

the Securities shall be administered, or at any other time at such other address as the Trustee may designate from time to time by notice

to the Holders.

“corporation”

means a corporation, association, limited liability company, company, joint-stock company or business trust.

“Covenant Defeasance”

has the meaning specified in Section 13.03.

“Credit Agreement”

means the Revolving Credit Agreement, dated as of November 6, 2017, by and among the Company and the several banks and other financial

institutions from time to time who are a party thereto, and Truist Bank, as amended and as may be further amended, restated, supplemented,

refinanced, refunded or replaced from time to time, including any such refinancing, refunding or replacement that increases the amount

of borrowings thereunder or alters the maturity thereof.

“Defaulted Interest”

has the meaning specified in Section 3.07.

“Defeasance”

has the meaning specified in Section 13.02.

“Depositary”

means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing

agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01.

“Event of Default”

has the meaning specified in Section 5.01.

“Exchange Act”

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

“Expiration Date”

has the meaning specified in Section 1.04.

“Global Security”

means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.02 (or

such legend as may be specified as contemplated by Section 3.01 for such Securities) and which is registered in the name of the

Depositary for such series or its nominee.

“Holder”

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

“Indenture”

means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental

hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental

indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental

indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established

as contemplated by Section 3.01.

“interest”,

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

after Maturity.

“Interest Payment

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

“Issue Date”

means the date on which the Securities are initially issued.

“mandatory sinking

fund payment” has the meaning specified in Section 12.01.

“Material Subsidiary”

means any “Material Subsidiary” of the Company as defined in the Credit Agreement.

“Maturity”,

when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes

due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or

otherwise.

“Notice of Default”

means a written notice of the kind specified in Section 5.01(d).

“Officer’s

Certificate” means a certificate signed by any Senior Officer, the Treasurer or the General Counsel of such Person that,

if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. Notwithstanding the

foregoing, the Officer’s Certificate required by Section 10.04 shall be signed by one of the following: any Senior Officer,

the principal accounting officer of the Company or the Treasurer of the Company.

“Opinion

of Counsel” means a written opinion of counsel, who may be an employee of, or outside counsel to, the Company or an Affiliate

of the Company, and who shall be acceptable to the Trustee, which acceptance shall not be unreasonably withheld.

“optional sinking

fund payment” has the meaning specified in Section 12.01.

“Original

Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due

and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

“Outstanding”,

when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under

this Indenture, except:

(1) Securities

theretofore cancelled and delivered to the Trustee or delivered to the Trustee for cancellation;

(2) Securities

for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other

than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for

the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given

pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Securities,

except to the extent provided in Sections 13.02 and 13.03 respectively, as to which the Company has effected Defeasance

pursuant to Section 13.02 or Covenant Defeasance pursuant to Section 13.03;

(4) Securities

which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and

delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee

proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of

the Company; and

(5) Securities

as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or as to which

any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section

3.01;

provided, however,

that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any

request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount

of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would

be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) if, as

of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security

which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, (C) the

principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units which shall be deemed

to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section

3.01, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount

determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate

of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the

Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action,

only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Upon the 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 the Company, or any other obligor on the Securities or any Affiliate

of the Company or such obligor, and 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.

Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction

of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other

obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent”

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

“Person”

means any individual, corporation, company (including a limited liability company), partnership, joint venture, association, joint stock

company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Place of Payment”,

when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest

on the Securities that series are payable as specified or contemplated by Section 3.01.

“Predecessor Security”

of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular

Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange

for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed,

lost or stolen Security.

“Redemption Date”,

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

“Redemption Price”,

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

“Regular Record

Date” for the interest payable on the Securities of any series means the date whether or not a Business Day specified for

that purpose as contemplated by Section 3.01.

“Responsible Officer”,

when used with respect to the Trustee, means any officer of the Trustee in its corporate trust department and also means, with respect

to a particular corporate trust matter, any other officer to whom such matter is referred internally because of such officer’s knowledge

of and familiarity with the particular subject.

“Restricted Subsidiary”

means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Securities”

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

this Indenture.

“Securities Act”

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

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

“Senior Officer”

means the Chief Executive Officer, the Chief Financial Officer, a President, a Vice President, the Treasurer, an Assistant Treasurer,

the Secretary or an Assistant Secretary of the Company or any other officer or officers designated in a Board Resolution delivered to

the Trustee.

“Special Record

Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.

“Stated Maturity”,

when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security

as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary”

means any Person a majority of the combined voting power of the total outstanding ownership interests in which is, at the time of determination,

beneficially owned or held, directly or indirectly, by the Company or one or more other Subsidiaries. For this purpose, “voting

power” means power to vote in an ordinary election of directors (or, in the case of a Person that is not a corporation, ordinarily

to appoint or approve the appointment of Persons holding similar positions), whether at all times or only as long as no senior class of

ownership interests has such voting power by reason of any contingency.

“Trust Indenture

Act” means the Trust Indenture Act of 1939, as amended as in force at the date as of which this Indenture was executed,

except as otherwise provided in Section 9.05; provided, however, that in the event the Trust Indenture Act of 1939 is amended

after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939

as so amended.

“Trustee”

means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become

such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who

is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the

Securities of any series shall mean the Trustee with respect to Securities of that series.

“U.S. Government

Obligation” has the meaning specified in Section 13.04.

“U.S.A. Patriot

Act” U.S.A. Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept

and Obstruct Terrorism Act of 2001, Pub. L. Compliance 107-56, as amended.

“Unrestricted

Subsidiary” means each Subsidiary of the Company that is (i) an “Unrestricted Subsidiary” under the Credit Agreement

as of the date hereof; and (ii) hereafter designated as such by the Company to the Trustee from time to time; provided that

a Subsidiary shall only be designated as an Unrestricted Subsidiary if the Company has also designated such Subsidiary as an “Unrestricted

Subsidiary” (or any substantially similar designation) pursuant to the Credit Agreement. The Company may designate any Unrestricted

Subsidiary to be a Restricted Subsidiary for purposes of this Indenture at any time if it have also designated such Subsidiary as a “Restricted

Subsidiary” (or any substantially similar designation) pursuant to the Credit Agreement.

Section

1.02 Compliance Certificates and Opinions.

Upon any application or request

by the Company to the Trustee to take or refrain from taking any action under any provision of this Indenture, the Company shall furnish

to the Trustee such certificates and opinions as may be required under the Trust Indenture Act and stating that all conditions precedent

to such act or omission have been complied with. Each such certificate and opinion shall be given in the form of an Officer’s Certificate,

if to be given by the Company, and an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust

Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion

with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided in Section

10.04) shall include,

(a) a

statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating

thereto;

(b) a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable

him or her 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, in the opinion of each such individual, such condition or covenant has been complied with.

Section

1.03 Form of Documents Delivered to Trustee.

In any case where several

matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters

be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but

one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and

any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion

of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations

by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations

with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate or Opinion

of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer

or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless

such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect

to such matters are erroneous. Counsel delivering an Opinion of Counsel may also rely as to factual matters on certificates of governmental

or other officials customary for opinions of the type required. Where any Person is required to make, give or execute two or more applications,

requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated

and form one instrument.

Section

1.04 Acts of Holders; Record Dates.

Any request, demand, authorization,

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

embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders (either physically or by means

of a facsimile or electronic transmission, including through the facilities of the Depositary) in person or by an agent duly appointed

in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments

are delivered (either physically or by means of a facsimile or electronic transmission, including through the facilities of the Depositary)

to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein

and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.

Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture

and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. Without

limiting the generality of the foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take,

by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action

provided in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its

proxy or proxies to the beneficial owners of interests in any such Global Security.

The fact and date of the execution

by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a

notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument

or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or

her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date

of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other

manner which the Trustee deems sufficient. The ownership, principal amount and serial numbers of Securities held by any Person, and the

date of commencement of such Person’s holding the same, shall be proved by the Security Register.

Any request, demand, authorization,

direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and

the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of

anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action

is made upon such Security.

The Company may set any day

as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any

request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,

made or taken by Holders of Securities of such series, but the Company shall have no obligation to do so; provided that the Company

may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice,

declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders

of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action,

whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless

taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series

on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action

for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically

and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective

any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action

is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such

record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder

of Securities of the relevant series in the manner set forth in Section 1.05 or Section 1.06.

The Trustee may set any day

as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or

making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute

proceedings referred to in Section 5.07(b) or (iv) any direction referred to in Section 5.12, in each case with respect

to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series

on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not

such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or

prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such

record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which

a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with

no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action

taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.

Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such

record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder

of Securities of the relevant series in the manner set forth in Section 1.05 or Section 1.06.

With respect to any record

date set pursuant to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date”

and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless

notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant

series in the manner set forth in Section 1.06, on or prior to the then existing Expiration Date. If an Expiration Date is not

designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to

have initially designated the 180th day following such record date as the Expiration Date with respect thereto, subject to its right to

change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th

day following the applicable record date.

Without limiting the foregoing,

a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part

of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment

with regard to all or any part of such principal amount.

Section

1.05 Notices, Etc., to Trustee or the Company.

Any request, demand, authorization,

direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given

or furnished to, or filed with,

(1) the

Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing

(which may be by facsimile or electronic transmission) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust

and Escrow Services or at any other address furnished in writing to the Company by the Trustee; or

(2) the

Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if

in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of the Treasurer at the address of the Company’s

principal executive office specified in the first paragraph of this Indenture or at any other address previously furnished in writing

to the Trustee by the Company.

The Trustee agrees to accept

and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar

unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated

to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate

shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee

e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon

such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable

for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions

notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all

risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation

the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section

1.06 Notice to Holders; Waiver.

Where this Indenture provides

for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing

and mailed, first-class postage prepaid, to each Holder affected by such event, at its address as it appears in the Security Register,

not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In

any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to

any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice when mailed to a Holder in

the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received by such Holder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,

either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed

with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension

of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification

as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Where this Indenture

provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary

for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any,

and not earlier than the earliest date, if any, prescribed for the giving of such notice.

Section

1.07 Conflict with Trust Indenture Act.

This Indenture is subject

to the provisions of the Trust Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall be

governed by such provisions. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act or with

another provision hereof which is required under the Trust Indenture Act to be a part of and govern this Indenture, the latter provision

shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified

or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section

1.08 Effect of Headings and Table of Contents.

The Article and Section headings

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

Section

1.09 Successors and Assigns.

All covenants and agreements

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

this Indenture shall bind its successors and assigns, whether so expressed or not.

Section

1.10 Separability Clause.

In case any provision in this

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

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

Section

1.11 Benefits of Indenture.

Nothing in this Indenture

or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the

Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise be expressly provided

pursuant to Section 3.01 with respect to any specific Securities.

Section

1.12 Governing Law.

This Indenture and the Securities

shall be governed by and construed in accordance with the laws of the State of New York.

Section

1.13 Legal Holidays.

In any case where any Interest

Payment Date, Redemption Date or Stated Maturity of any Security, or any date on which a Holder has the right to convert such Holder’s

Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities

(other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of

interest or principal (and premium, if any), or conversion of such Security, need not be made at such Place of Payment on such date, but

may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment

Date or Redemption Date, or at the Stated Maturity, or on such conversion date.

Section

1.14 Counterparts; Signatures.

This Indenture, any supplemental

indenture or any certificate or other document delivered pursuant to this Indenture or any supplemental indenture may be executed in several

counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Indenture and

any supplemental indenture shall be valid, binding, and enforceable against a party, and, except as otherwise provided in this Indenture

or any supplemental indenture, any certificate or other document delivered pursuant to this Indenture or any supplemental indenture shall

be deemed to be duly signed and delivered, only when executed and delivered by an authorized individual on behalf of the party by means

of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of

the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the New

York Uniform Commercial Code (collectively, “Signature Law”); (ii) an original manual signature; or (iii)

a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall

for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto

shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,

or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity

thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under

the New York Uniform Commercial Code or other Signature Law due to the character or intended character of the writings. All notices, approvals,

consents, requests and any communications hereunder must be in writing (provided that any such communication sent to Trustee hereunder

must be in the form of a document that is signed manually or by way of a digital signature provided by the electronic signature provider

that the Company plans to use (or such other digital signature provider as specified in writing to Trustee by the authorized representative)),

in English. The Trustee shall have no duty to inquire into or investigate the authenticity or authorization of any electronic signature

and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. The Company agrees

to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including

without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section

1.15 Incorporators, Equityholders, Directors, Members, Managers, Officers and Employees of the

Company Exempt from Individual Liability.

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 equityholder, director, member, manager, officer

or employee, as such, of the Company, or of any of its successors, either directly or through the Company or any of its respective successors,

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 by the Holders thereof and as

part of the consideration for the issue of the Securities.

Section

1.16 WAIVER OF JURY TRIAL.

EACH OF THE COMPANY, THE HOLDERS

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 AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

Section

1.17 U.S.A. Patriot Act.

The parties hereto acknowledge

that in accordance with the Customer Identification Program (CIP) requirements under the U.S.A. Patriot Act and its implementing regulations,

the Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information

that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties hereby agree

that they shall provide the Trustee with such information as it may request including, but not limited to, each party’s name, physical

address, tax identification number and other information that will help the Trustee identify and verify each party’s identity such

as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information.

Section

1.18 Jurisdiction; Consent to Service of Process.

(a) Each

party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal

or New York State court sitting in the Borough of Manhattan, New York, New York in any action or proceeding arising out of or relating

to this Indenture, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally

agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent

permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall

be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this

Indenture shall affect any right that Company, the Trustee or any Holder may otherwise have to bring any action or proceeding relating

to this Indenture against any party hereto or its properties in the courts of any jurisdiction.

(b) Each

party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection

which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture

in any court referred to in Section 1.18(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted

by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section

1.19 Calculations in Respect of the Securities.

The Company and its agents

shall make all calculations under this Indenture and the Securities. These calculations include, but are not limited to, determinations

of the Redemption Price and the amount of interest payable on the Securities. The Company and its agents shall make all of these calculations

in good faith, and, absent manifest error, such calculations shall be final and binding on all Holders. The Company shall provide a copy

of such calculations as required hereunder, and the Trustee shall be entitled to conclusively rely on the accuracy of any such calculations

without independent verification. The Trustee will forward the Company’s calculations to any Holder upon the request of that Holder.

ARTICLE II SECURITY

FORM

Section

2.01 Forms Generally.

The Securities of each series

and the Trustee’s certificate of authentication shall be in substantially the form set forth in Exhibit A, or in such other form

or forms as shall be established by or pursuant to a Board Resolution and, subject to Section 3.03, to the extent established in

an Officer’s Certificate setting forth, or determining the manner of, such establishment, or in one or more indentures supplemental

hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this

Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may

be required to comply with applicable laws or the rules of any securities exchange or automated quotation system on which the Securities

of such series may be listed or traded or of any Depositary therefor or as may, consistently herewith, be determined by the officers executing

such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series is established by action taken

pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary

of the Company and, together with such Board Resolution and the applicable Officer’s Certificate, delivered to the Trustee at or

prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities.

The definitive Securities

shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the

officers executing such Securities, as evidenced by their execution of such Securities.

Section

2.02 Form of Legend for Global Securities.

Unless otherwise specified

as contemplated by Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder

shall bear a legend in substantially the following form:

UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH

OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &

CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.

THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART

MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED

IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS

SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

If Securities of a series

are issuable in whole or in part in the form of one or more Global Securities, as contemplated by Section 3.01, then, notwithstanding

Clause (i) of Section 3.01 and the provisions of Section 3.02, any Global Security shall represent such of the Outstanding

Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities

from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be

reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any reduction

or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such

Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of Sections 3.03, 3.04,

3.05 and 3.06, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by

the Person or Persons specified therein or in the applicable Company Order. Any instructions by the Company with respect to endorsement

or delivery or redelivery of a Global Security shall be in a Company Order.

The provisions of the last

sentence of Section 3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold

by the Company and the Company delivers to the Trustee the Global Security together with a Company Order with regard to the reduction

in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section

3.03.

Section

2.03 Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates

of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the debt Securities

of the series designated herein and referred to in the within-mentioned Indenture.

TRUIST BANK,

As Trustee

By:

Authorized Signatory

ARTICLE III THE

SECURITIES

Section

3.01 Amount Unlimited; Issuable in Series.

The aggregate principal amount

of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more

series.

With respect to any Securities

to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in, or determined

in the manner provided in, an Officer’s Certificate, or established in one or more indentures supplemental hereto prior to the issuance

of any Securities of a series:

(a) the

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

(b) any

limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture

(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities

of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,

pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); provided, however, that the

authorized aggregate principal amount of such series may from time to time be increased above such amount by a Board Resolution to such

effect;

issue price or prices of originally issued Securities, expressed as a percentage of the principal amount, and the original issue date;

(d) the

Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one

or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(e) the

date or dates on which the Securities will be issued and on which principal of, and premium, if any, on, any Securities of the series

is payable or the method of determination thereof;

(f) the

rate or rates (which may be fixed or variable, or a combination thereof) at which any Securities of the series shall bear interest, if

any, or the method of determination thereof, the date or dates from which any such interest shall accrue, or the method of determination

thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable

on any Interest Payment Date, or the method by which such date or dates shall be determined, the basis upon which interest shall be calculated

if other than that of a 360-day year of twelve 30-day months, and the right, if any, to extend or defer interest payments and the duration

of such extension or deferral;

(g) the

place or places where, subject to the provisions of Section 10.02, the principal of and any premium and interest on any Securities

of the series shall be payable, Securities of the series may be surrendered for registration or transfer, Securities of the series may

be surrendered for exchange, and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture

may be served;

(h) the

period or periods, if any, within which, the price or prices at which and the terms and conditions upon which any Securities of the series

may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election

by the Company to redeem the Securities shall be evidenced;

(i) the

obligation, if any, and the option, if any, of the Company to redeem, purchase or repay any Securities of the series pursuant to any sinking

fund, amortization or analogous provisions or upon the happening of a specified event or at the option of the Holder thereof and the period

or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed,

purchased or repaid, in whole or in part, pursuant to such obligation or option;

(j) if

other than a minimum denomination equal to $2,000 or an integral multiple of $1,000 in excess thereof, the denominations in which any

Securities of the series shall be issuable;

(k) if

the debt Securities will be issued in registered or bearer form or both and, if in bearer form, the related terms and conditions and any

limitations on issuance of such bearer debt Securities (including exchange for registered debt Securities of the same series);

(l) if

the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index including

an index based on a currency or currencies other than in which the Securities of that series are payable or pursuant to a formula, the

manner in which such amounts shall be determined;

(m) if

other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium

or interest on any Securities of the series shall be denominated, payable, redeemable or purchasable and the manner of determining the

equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”

in Section 1.01;

(n) if

the principal of or any premium or interest on any Securities of the series is to be payable, redeemable or purchasable, at the election

of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are

stated to be payable, redeemable, or purchasable, the currency, currencies or currency units in which the principal of or any premium

or interest on such Securities as to which such election is made shall be payable, redeemable or purchasable, the periods within which

and the terms and conditions upon which such election is to be made and the amount so payable, redeemable or purchasable (or the manner

in which such amount shall be determined);

(o) if

other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable

upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section

5.04 or the method of determination thereof;

(p) if

the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates

prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any

purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the

Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner

in which such amount deemed to be the principal amount shall be determined);

(q) if

applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or

Section 13.03 or both such Sections or if other than as provided in Sections 13.02 or 13.03, the terms and conditions

upon which and the manner in which such series of Securities may be defeased or discharged, and, if other than by a Board Resolution,

the manner in which any election by the Company to defease or discharge such Securities shall be evidenced;

(r) if

applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and,

in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such

Global Security in addition to or in lieu of that set forth in Section 2.04, information with respect to book-entry procedures,

and any circumstances in addition to or in lieu of those set forth in Section 3.05 in which any such Global Security may be exchanged

in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the

name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(s) if

the debt Security is issued as an Original Issue Discount Security, and if so, the yield to maturity;

(t) any

deletion from, addition to or change in the Events of Default which applies to any Securities of the series and any change in the right

of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section

5.02;

(u) any

addition to or change in the covenants set forth in Article X which applies to Securities of the series or in any defined term

used in Article X;

(v) the

right, if any, of the Company to defer payments of interest by extending the interest payment periods and specify the duration of such

extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest

on amounts deferred shall be payable;

(w) if

other than the Trustee, the identity of any other trustee, the Security Registrar and any Paying Agent;

(x) whether

the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of such Person or Persons, the terms

and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees

may be subordinated to other indebtedness of the respective guarantors;

(y) whether

the Securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such Securities shall

be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company

or any guarantor;

(z) the

exchanges, if any, on which the Securities may be listed;

(aa) the

terms of any right to convert or exchange Securities of such series into any other securities or property of the Company or of any other

corporation or Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit

or facilitate such conversion or exchange; and

(bb) any

other terms of the Securities of the series (which terms shall not be prohibited by the provisions of this Indenture).

All Securities of any one

series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board

Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s

Certificate referred to above or in any such indenture supplemental hereto. Accordingly, the terms of any Security of a series may differ

from the terms of other Securities of the same series, if and to the extent provided pursuant to this Section. The matters referenced

in any or all of Clauses (a) through (bb) above may be established and set forth or determined as aforesaid with respect to all or any

specific Securities of a series (in each case to the extent permitted by the Trust Indenture Act). If any additional Securities of a series

are not fungible with the Outstanding Securities of such series for Federal income tax purposes, such additional Securities will be issued

with a different CUSIP number (or other applicable identifying number).

Any such Board Resolution

or Officer’s Certificate referred to above with respect to Securities of any series filed with the Trustee on or before the initial

issuance of the Securities of such series shall be incorporated herein by reference with respect to Securities of such series and shall

thereafter be deemed to be a part of this Indenture for all purposes relating to Securities of such series as fully as if such Board Resolution

or Officer’s Certificate were set forth herein in full.

All Securities of any one

series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders,

for increases in the aggregate principal amount of such series of Securities and issuances of additional Securities of such series or

for the establishment of additional terms with respect to the Securities of such series.

If any of the terms of the

series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action, together with such

Board Resolution, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior

to the delivery of the Officer’s Certificate setting forth the terms of the series.

Section

3.02 Denominations.

The Securities of each series

shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section

3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series

shall be issuable in a minimum denomination equal to $2,000 or an integral multiple of $1,000 in excess thereof.

Section

3.03 Execution, Authentication, Delivery and Dating.

The Securities shall be executed

on behalf of the Company by a Senior Officer or the Treasurer of the Company (or any other officer of the Company designated in writing

by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time).

The signature of any of these

officers on the Securities may be manual, facsimile or in other electronic form.

The Securities bearing the

signatures of individuals who were at the time of execution the proper officers of the Company shall bind the Company notwithstanding

that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did

not hold such offices at the date of such Securities.

At any time and from time

to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to

the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee

in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series

have been established by or pursuant to one or more Board Resolutions, or indenture supplemental hereto as permitted by Sections 2.01

and 3.01, in authenticating such Securities, the Trustee shall be entitled to receive, in addition to the Opinion of Counsel required

to be furnished to the Trustee pursuant to Section 1.02:

(a) a

copy of the Board Resolution in or pursuant to which the terms and form of the Securities were established, certified by the Secretary

or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, and to be in full force and effect as of

the date of such certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant

to a Board Resolution, such Officer’s Certificate;

(b) an

executed supplemental indenture, if any;

Officer’s Certificate delivered in accordance with Sections 1.02 and 1.03, which (subject to Section 6.01)

the Trustee will be fully protected in relying upon; and

(d) an

Opinion of Counsel, which (subject to Section 6.01) the Trustee will be fully protected in relying upon, stating:

(1) that

the form and terms of such Securities have been established in accordance with Article III of this Indenture and in conformity with the

other provisions of this Indenture; and

(2) that

such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions

specified in such Opinion of Counsel will constitute valid and legally binding obligations of the Company, enforceable against the Company,

in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar

laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(3) that

all applicable laws and requirements in respect of the execution and delivery of such Securities have been complied with.

If such form or terms have

been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this

Indenture in accordance with the Company Order will, in the Trustee’s sole discretion, materially adversely affect the Trustee’s

own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to

the Trustee. In addition, the Trustee shall not be required to authenticate any Securities if the Trustee, in its sole discretion, determines

that such action may not lawfully be taken or if the Trustee, in its sole discretion, determines that such action would expose the Trustee

to personal liability to existing Holders.

Notwithstanding the provisions

of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall

not be necessary, unless the Trustee reasonably determines otherwise, for the Company to deliver the Board Resolution, Officer’s

Certificate or indenture supplemental otherwise required pursuant to Section 3.01 or the Opinion of Counsel otherwise required

pursuant to the fourth paragraph of this Section at or prior to the authentication of each Security of such series if such documents are

delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated

the date of its authentication.

No Security shall be entitled

to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication

substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall

be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled

to the benefits of this Indenture.

Notwithstanding the foregoing,

if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall

deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security

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

Section

3.04 Temporary Securities.

Pending the preparation of

definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary

Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially

of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions

and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary

Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.

After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive

Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place

of Payment or other designation location for transfer and exchange for that series, without charge to the Holder. Upon surrender for cancellation

of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange

therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal

amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture

as definitive Securities of such series and tenor.

Section

3.05 Registration; Registration of Transfer and Exchange.

The Company shall cause to

be kept at the Corporate Trust Office or other designated office of the Trustee a register (the register maintained in such office being

herein sometimes collectively, referred to as the “Security Register”) in which, subject to such reasonable

regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities entitled

to registration or transfer as provided herein. The Trustee is hereby appointed “Security Registrar” for the purpose of registering

Securities and transfers of Securities as herein provided unless otherwise specified with respect to any particular series of Securities

in accordance with Section 3.01. The Company may at any time replace such Security Registrar, change such office or agency or act as its

own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location

of such office or agency. At all reasonable times, the Security Registrar shall be available for inspection by the Trustee.

Upon surrender for registration

of transfer of any Security of a series at the office or agency of the Company in a Place of Payment or other designation location for

transfer and exchange for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated

transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate

principal amount.

At the option of the Holder,

Securities of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denominations

and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever

any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities

which the Holder making the exchange is entitled to receive.

All Securities issued upon

any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled

to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security

presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed,

or be accompanied by a written instrument of transfer in a form satisfactory to the Company and the Security Registrar duly executed,

by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be

made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any

tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other

than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

If the Securities of any series

(or of any series and specified tenor) are to be redeemed in part, neither the Company nor the Trustee shall be required (A) to issue,

register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during

a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected

for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer

of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed

in part.

Any Holder that is a transferor

of a Security shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with

any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code

Section 6045. The Trustee may conclusively rely on any such information provided to it and shall have no responsibility to verify or ensure

the accuracy of such information.

The parties to this Indenture

acknowledge that for certain payments made pursuant to this Indenture, the Paying Agent may be required to make a “reportable payment”

or “withholdable payment” and in such cases the Paying Agent shall have the duty to act as a payor or withholding agent, respectively,

that is responsible for any tax withholding and reporting required under Chapters 3, 4, 24 and 61 of the United States Internal Revenue

Code of 1986, as amended (the “Code”). The Paying Agent shall have the sole right to make the determination as to which payments

are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed

IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Paying Agent prior to closing, and shall promptly

update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Paying Agent shall have the right to request

from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information

as may be reasonably necessary for the Paying Agent to satisfy its reporting and withholding obligations under the Code. To the extent

any such forms to be delivered under this Section 3.05 are not provided prior to or by the time the related payment is required

to be made or are determined by the Paying Agent to be incomplete and/or inaccurate in any respect, the Paying Agent shall be entitled

to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, 24 or 61 of the Code, and shall

have no obligation to gross up any such payment. Nothing in this Section 3.05 shall impose any duty on the Trustee or Paying Agent other

than as may be required pursuant to applicable law.

The provisions of Clauses

(a), (b), (c), (d) and (e) below shall apply only to Global Securities:

(a) Each

Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security

or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall

constitute a single Security for all purposes of this Indenture.

(b) Notwithstanding

any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section

3.01, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole

or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless

(1) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or has

ceased to be a clearing agency registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90

days after the Company’s receipt of such notice, (2) there shall have occurred and be continuing an Event of Default with respect

to such Global Security and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu

of the Global Security, (3) the Company shall determine in its sole discretion that Securities of a series issued in global form shall

no longer be represented by a Global Security, or (4) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing

as have been specified for this purpose as contemplated by Section 3.01, then in any such case, such Global Security may be exchanged

by such Depositary for definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount

and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons

as such Depositary shall direct. If the Company designates a successor Depositary pursuant to Clause (1) above, such Global Security shall

promptly be exchanged in whole for one or more other Global Securities registered in the name of the successor Depositary, whereupon such

designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of Clauses (a),

(b), (c) and (d) of this Section shall continue to apply thereto.

to Clause (b) above and to such applicable provisions, if any, as may be specified as contemplated by Section 3.01, any exchange

of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security

or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(d) Every

Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion

thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated

and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the

Depositary for such Global Security or a nominee thereof.

(e) Neither

the Trustee nor any Security Registrar, Paying Agent or other agent of the Company or the Trustee shall have any responsibility or liability

for any actions taken or not taken by the Depositary, for the records of any such Depositary, including records in respect of beneficial

ownership interests in respect of any such Global Security, for any transactions between such Depositary and any members or participants

in the Depositary or other participant in such Depositary or between or among any such Depositary, any such member or participant in the

Depositary or other participant and/or any holder or owner of a beneficial interest in such Global Security or for any transfers of beneficial

interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any Security

Registrar, Paying Agent or other agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization

furnished by the Depositary or its nominee, as the case may be, or impair, as between the Depositary, members or participants of the Depositary

and any other Person on whose behalf a member or participant of the Depositary may act, the operation of customary practices of such Persons

governing the exercise of the rights of a beneficial holder of any Global Security.

Section

3.06 Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security

is surrendered to the Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save each

of them and hold any agent of either of them harmless, the Company shall execute and upon its request the Trustee shall authenticate and

deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously

outstanding and shall cancel and dispose of such mutilated security in accordance with its customary procedures.

If there shall be delivered

to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security

or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice

to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request

the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same

series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If, after the delivery of such new

Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration

such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party

taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the

extent of any loss, damage, cost or expense incurred by the Company and the Trustee in connection therewith.

In case any such mutilated,

destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing

a new Security, pay such Security.

Upon the issuance of any new

Security, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may

be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees and expenses

of the Trustee and its counsel) connected therewith.

Every new Security of any

series issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional

contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable

by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of

that series duly issued hereunder.

The provisions of this Section

are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,

destroyed, lost or stolen Securities.

Section

3.07 Payment of Interest; Interest Rights Preserved.

Except as otherwise provided

as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually

paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor

Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security

of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted

Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been

such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (a) or (b) below:

(a) The

Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective

Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which

shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to

be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the

Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements

satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust

for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Company shall fix a Special

Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date

of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company

shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder

of Securities of such series in the manner set forth in Section 1.06, not less than 10 days prior to such Special Record Date.

Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest

shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered

at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (b).

(b) The

Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the

requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange,

if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be

deemed practicable by the Trustee.

Subject to the foregoing provisions

of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange

for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such

other Security.

For each series of Securities,

the Company shall, prior to Noon, New York City time, on each payment date for principal and premium, if any, and interest, if any, deposit

with the Trustee money in immediately available funds sufficient to make cash payments due on the applicable payment date.

In the case of any Security

which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security

whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable

on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or made available for

payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of

business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any

Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. Notwithstanding

the foregoing, the terms of any Security that may be converted may provide that the provisions of this paragraph do not apply, or apply

with such additions, changes or omissions as may be provided thereby, to such Security.

Section

3.08 Persons Deemed Owners.

Except as otherwise contemplated

by Section 3.01 with respect to any series of Securities, prior to due presentment of a Security for registration of transfer,

the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as

the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Sections 3.05 and

3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither

the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

No holder of any beneficial

interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global

Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such

Global Security for all purposes whatsoever. The Company, the Trustee and any agent of the Company or the Trustee may shall be entitled

to deal with any depositary (including any Depositary), and any nominee thereof, that is the holder of any such Global Security for all

purposes of this Indenture relating to such Global Security (including the payment of principal (and premium, if any) and interest, if

any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security)

as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee

nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments

made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating

to such beneficial ownership interests.

Section

3.09 Cancellation.

All Securities surrendered

for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered

to any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The

Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which

the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)

for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered

shall be promptly cancelled by the Trustee.

No Securities shall be authenticated

in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All

cancelled Securities held by the Trustee shall be disposed of in accordance with its customary procedures.

Section

3.10 Computation of Interest.

Except as otherwise specified

as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the

basis of a 360-day year of twelve 30-day months.

Section

3.11 CUSIP Numbers.

The Company in issuing the

Securities may use “CUSIP” or “ISIN” numbers (in addition to the other identification numbers printed on the Securities),

if then in use, and, if so, the Trustee shall use such “CUSIP” or “ISIN” numbers in notices of redemption as a

convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such

“CUSIP” or “ISIN” numbers either as printed on the Securities or as contained in any notice of a redemption and

that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected

by any defect in or omission of such “CUSIP” or “ISIN” numbers. The Company will promptly notify the Trustee in

writing of any change in the “CUSIP” or “ISIN” numbers.

Section

3.12 Depositary.

The Trustee shall have no

obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or

under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary

participants or indirect participants) other than to require delivery of such certificates and other documentation or evidence as are

expressly required by this Indenture, and to do so if and when expressly required by the terms of, this Indenture, and to examine the

same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee or the Company nor any agent

referenced in this Indenture shall have any responsibility or liability for any actions taken or not taken by the Depositary.

ARTICLE IV SATISFACTION

AND DISCHARGE

Section

4.01 Satisfaction and Discharge of Indenture.

This Indenture shall, upon

Company Request, cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration

of transfer or exchange of Securities herein expressly provided for), 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 with respect to such Securities,

when

(a) either

(1) all

such Securities theretofore authenticated and delivered (other than (i) such Securities which have been mutilated, destroyed, lost or

stolen and which have been replaced or paid as provided in Section 3.06 and (ii) such Securities for whose payment money has theretofore

been (x) irrevocably deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged

from such trust, as provided in Section 10.03 or (y) paid to any state or the District of Columbia pursuant to its unclaimed property

or similar law) have been delivered to the Trustee cancelled or for cancellation; or

(2) all

such Securities not theretofore delivered to the Trustee as cancelled or for cancellation

(i) have

become due and payable, or

(ii) will

become due and payable at their Stated Maturity within one year, or

(iii) are

to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the

Trustee in the name, and at the expense, of the Company, and the Company in the case of (i), (ii) or (iii) above, has irrevocably deposited

or caused to be irrevocably deposited with the Trustee, as trust funds in trust for the purpose, an amount of money in the currency or

currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore

delivered to the Trustee as cancelled or for cancellation, for principal and any premium and interest to the date of such deposit (in

the case of such Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b) the

Company has paid or caused to be paid, or otherwise made provision for the payment of, all other sums payable hereunder by the Company

with respect to such Securities; and

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 Securities have been complied with.

Notwithstanding the satisfaction

and discharge of this Indenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section

6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and the right of the Trustee to resign

under Section 6.10 shall survive, and, if money shall have been deposited with the Trustee pursuant to subclause (2) of Clause

(a) of this Section, the obligations of the Trustee under Sections 4.02, 6.06, 7.01 and 10.02 and the last

paragraph of Section 10.03 shall survive.

Section

4.02 Application of Trust Money.

Subject to the provisions

of the last paragraph of Section 10.03, all money or other consideration deposited with the Trustee pursuant to Section 4.01

shall be held in trust (without liability for the payment of interest thereon or the investment thereof) and applied by it, in accordance

with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company

acting as its own Paying Agent), to the Persons entitled thereto, of the principal and any premium and interest for whose payment such

money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 4.01 (and held by it or any

Paying Agent) for the payment of such Securities subsequently converted into other property shall be returned to the Company upon Company

Request. The Company may direct by a Company Order the investment of any money deposited with the Trustee as may be agreed in writing

between the Company and the Trustee. Absent any instructions described in this Section, any money deposited with the Trustee shall remain

un-invested.

ARTICLE V REMEDIES

Section

5.01 Events of Default.

“Event of Default”,

wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event

of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or

order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default

in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a

period of 30 days; or

(b) default

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

in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuance of such default

for a period of 30 days; or

(d) default

in the performance, or breach, of any covenant of the Company in this Indenture (other than a default in the performance or the breach

of a covenant which is specifically dealt with elsewhere in this Section or which has expressly been included in this Indenture solely

for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after

there has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal

amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied

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

(e) the

entry by a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the Company in an involuntary case

or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order

adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment

or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator,

assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding

up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed

and in effect for a period of 90 consecutive days; or

(f) the

commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization

or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of

a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy,

insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,

or the filing by it of a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of or in respect

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

or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company of

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

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

such action; or

(g) any

other Event of Default provided as contemplated by Section 3.01 with respect to Securities of that series.

Section

5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other

than an Event of Default specified in Section 5.01(e) or 5.01(f)) with respect to Securities of any series at the time Outstanding

occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the

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

that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the

terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and

upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default

specified in Section 5.01(e) or 5.01(f) with respect to Securities of any series at the time Outstanding occurs, the principal

amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion

of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration

or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all obligations

of the Company in respect of the payment of principal and interest of the Securities of such series shall terminate.

At any time after such a declaration

of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has

been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding

Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences

(a) the

Company has paid or deposited with the Trustee a sum sufficient to pay all

(1) overdue

interest on all Securities of that series,

(2) the

principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration

and any interest thereon at the rate or rates prescribed therefor in such Securities,

(3) to

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

and

(4) all

sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its

agents and counsel; and

(b) all

Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series

which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect

any subsequent default or impair any right consequent thereon.

Section

5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that

(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 the principal of (or premium, if any, on) any Security at the Maturity thereof,

then the Company will, upon

demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on

such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable,

interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities,

and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable

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

If the Company fails to pay

such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding

for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same

against the Company or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided

by law out of the property of the Company or any other obligor upon the Securities, wherever situated.

If an Event of Default with

respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights

and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual

to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid

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

Section

5.04 Trustee May File Proofs of Claim.

In case of any judicial proceeding

relative to the Company (or any other obligor upon the Securities), any of their property or any of 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 for overdue principal or interest) shall be entitled and empowered, by intervention

in such proceeding or otherwise, to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing

and unpaid in respect to the Securities and to file such other papers or documents as may be necessary or advisable and to take any and

all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding.

In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such

claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official

in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee

shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,

expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.

No provision of this Indenture

shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,

arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote

in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders,

vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section

5.05 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 shall after provision for the payment of the reasonable compensation, expenses,

disbursements and advances of the Trustee, its agents and counsel and any other amounts due to the Trustee under Section 6.07, be for

the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section

5.06 Application of Money Collected.

Any money or property collected

or to be applied by the Trustee with respect to a series of Securities 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 any premium

or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof

if fully paid:

First: To the payment of all

amounts due to the Trustee, in each of its capacities under this Indenture, under Section 6.07;

Second: To the payment of

the amounts then due and unpaid for principal of and any premium and interest on such series of Securities in respect of which or for

the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due

and payable on such Securities for principal and any premium and interest, respectively; and

Third: The balance, if any,

to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive such remainder or as a court of competent

jurisdiction shall direct.

Section

5.07 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 a continuing Event of Default with respect to the Securities of that series;

(b) the

Holders of not less than 25% in aggregate 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;

Holder or Holders have offered, and if requested, provided to the Trustee security or indemnity, satisfactory to the Trustee in its sole

discretion, against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the

Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of security or 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 aggregate 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 itself of, any provision of this Indenture

to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over

any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable

benefit of all of such Holders (it being further understood that the Trustee does not have an affirmative duty to ascertain whether or

not any action the Holders direct it to take is unduly prejudicial to other Holders).

Section

5.08 Unconditional Right of Holders to Receive Principal Premium and Interest and to Convert Securities.

Notwithstanding any other

provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional to receive payment of

the principal of and any premium and (subject to Sections 3.05 and 3.07) interest on such Security on the respective Stated

Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date or, if the terms of such Security so provide,

to convert such Security in accordance with its terms) and to institute suit for the enforcement of any such payment and, if applicable,

any such right to convert, and such rights shall not be impaired without the consent of such Holder.

Section

5.09 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

5.10 Rights and Remedies Cumulative.

Except as otherwise provided

with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06,

no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or

remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy

given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,

or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section

5.11 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 Indenture

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

5.12 Control by Holders.

The Holders of not less than

a majority in aggregate 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 or with the Securities of such series;

(b) the

Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or with the Securities of

such series; and

Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the proceeding

so directed would involve the Trustee in personal liability or would otherwise be contrary to applicable law.

Section

5.13 Waiver of Past Defaults.

The Holders of not less than

a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities

of such series waive any past default or Event of Default hereunder with respect to such series and its consequences, except a default

(a) in

the payment of the principal of or any premium or interest on any Security of such series; or

(b) in

respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder

of each Outstanding Security of such series affected.

Upon any such waiver, 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

5.14 Undertaking for Costs.

In any suit for the enforcement

of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,

a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against

any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section

nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any

suit instituted by the Company or the Trustee.

Section

5.15 Waiver of Usury, Stay or Extension Laws.

The Company covenants (to

the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the

benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the

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

all benefit or advantage of any such law and covenant that it will not hinder, delay or impede the execution of any power herein granted

to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI THE

TRUSTEE

Section

6.01 Certain Duties and Responsibilities.

(a) Except

during the occurrence and continuance of an Event of Default with respect to any series of Securities,

(1) the

Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities

of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee with respect to such series;

and

(2) in

the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the

opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;

but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee,

the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but

need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(b) In

case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect

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

in their exercise, as a prudent person would exercise under the circumstances in the conduct of its own affairs; provided that if

an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this

Indenture at the request or direction of any of the Holders unless such Holders have offered, and if requested, provided, to the Trustee

indemnity or security reasonably satisfactory to the Trustee against any loss, liability or expense that might be incurred by the Trustee

in compliance with such request or direction.

provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly

negligent failure to act, or its own willful misconduct, except that:

(1) this

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

(2) the

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the

Trustee was grossly negligent in ascertaining the pertinent facts;

(3) the

Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction

of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series relating to the time, method and

place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,

under this Indenture with respect to the Securities of such series;

(4) no

provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the

performance of any of its duties hereunder or to take, or omit to take, any action under this Indenture, to take any action at the request

or direction of Holders, or in the exercise of any of its rights and powers;

(5) the

Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters related

to payment) or notice effected by the Company or any Paying Agent or any records maintained by any Securities Registrar with respect to

any series of Securities;

(6) 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 had actual knowledge of such event;

(7) in

the absence of written investment direction from the Company, all cash received by the Trustee shall be placed in a non- interest bearing

trust account, and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon

or for losses incurred as a result of the liquidation of any such investment prior to its maturity date or the failure of the party directing

such investments prior to its maturity date or the failure of the party directing such investment to provide timely written investment

direction, and the Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of such written investment

direction from the Company;

(8) under

no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by any Securities of any series;

and

(9) in

the event that the Trustee is also acting as Securities Registrar, Paying Agent, Authenticating Agent or any other agent hereunder, the

rights and protections afforded to the Trustee pursuant to this Article VI shall also be afforded to such Securities Registrar,

Paying Agent, Authenticating Agent or other agent hereunder.

(d) Whether

or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording

protection to the Trustee shall be subject to the provisions of this Section.

Section

6.02 Notice of Defaults.

Upon the receipt by a Responsible

Officer of the Trustee of written notice of any default with respect to the Securities of any series, the Trustee shall transmit, in the

manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of all such uncured or unwaived defaults;

provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on Securities

of any series or in the payment of any sinking or purchase fund installment with respect to such Securities, the Trustee shall be protected

in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interests

of the Holders of Securities of such series; and provided, further, however, that in the case of any default of the character specified

in Section 5.01(d) with respect to the Securities of such series, no such notice to Holders of Securities shall be given until at least

90 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after

notice or lapse of time or both would become, an Event of Default.

Section

6.03 Certain Rights of Trustee.

Subject to the provisions

of Section 6.01:

(a) the

Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other

paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and need not investigate

any fact or matter started therein;

(b) any

request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order,

and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering

or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith

on its part, conclusively rely upon an Officer’s Certificate, an Opinion of Counsel, or both;

(d) the

Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete

authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders pursuant to this Indenture, unless such Holders shall have offered, and if requested, provided to the Trustee security

or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by

it in compliance with such request or direction;

(f) the

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, approval, appraisal, consent, order, bond, debenture, note, other evidence of indebtedness

or other paper or document, but the Trustee, in its discretion, may, without obligation to do so, make such further inquiry or investigation

into such facts or matters as it may see fit, and, if the Trustee shall choose to make such further inquiry or investigation, it shall

be entitled to examine the books, records and premises of the Company personally or by agent or attorney at the sole cost of the Company

and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(g) the

Trustee may execute any of the trusts or powers hereunder or perform any of the duties hereunder either directly or by or through agents

or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed

with due care by it hereunder;

(h) the

rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,

are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and to each agent, custodian and other Person

employed to act hereunder;

(i) the

Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to

be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(j) in

no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental, or consequential loss or damage of any

kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood

of such loss or damage and regardless of the form of action;

(k) no

provision herein shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action

to be taken or omitted, in the performance of their respective duties or obligations under this Indenture, or to exercise any right or

power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate

applicable law binding upon them;

(l) in

no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out

of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,

acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions,

nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software

and hardware) services, and hacking, cyber attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding

authorized access (it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the

banking industry to avoid and mitigate the effects of such occurrences and to resume performance as soon as practicable under the circumstances);

(m) the

Trustee shall not be deemed to have notice or knowledge of any default or Event of Default unless written notice of any event which is

in fact such a default shall have been received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee,

and such notice references the applicable series of Securities and this Indenture;

(n) the

Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized

at such time to take specified actions pursuant to this Indenture; and

(o) the

permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as obligation or duty to do so.

Section

6.04 Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein

and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company and

neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. Neither the Trustee nor any Authenticating

Agent makes any representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any

Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section

6.05 May Hold Securities.

The Trustee, any Authenticating

Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become

the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the

same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section

6.06 Money Held in Trust.

Money held by the Trustee

in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability

for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section

6.07 Compensation and Reimbursement.

The Company agrees:

(1) to

pay to the Trustee, in any capacity under this Indenture, from time to time, such compensation as shall be agreed in writing between the

Company and the Trustee for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of

law in regard to the compensation of a trustee of an express trust);

(2) except

as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances incurred

or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses

and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence

or willful misconduct as determined by a final non-appealable decision of a court of competent jurisdiction; and

(3) to

indemnify the Trustee and any predecessor Trustee and its agents for, and to hold them harmless against, any and all loss, damage, claim

including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability, claim, action, suit,

cost or expense of any kind and nature whatsoever incurred without gross negligence or willful misconduct on their part as determined

by a final non- appealable order of a court of competent jurisdiction, arising out of or in connection with the acceptance or administration

of the trust or trusts hereunder, including the reasonable costs and expenses (including, but not limited to, reasonable attorney’s

fees and expenses, court costs and expenses) of enforcing any of the provisions of this Indenture and defending themselves against or

investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, under the

Securities (whether asserted by any Holder, the Company, or otherwise). The obligations of the Company under this Section to compensate

and indemnify the Trustee and each predecessor trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall

constitute additional indebtedness hereunder.

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, except that held in trust to pay principal of and interest on particular Securities of that series.

Without limiting any rights

available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default

specified in Section 5.01(e) or Section 5.01(f), the expenses (including the reasonable charges and expenses of its counsel)

and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy,

insolvency, reorganization or other similar law.

The Trustee shall be under

no obligation to institute any suit, or to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend

in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement

of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays

and counsel fees and other anticipated disbursements, and against all liability except to the extent determined by a court of competent

jurisdiction to have been caused solely by its own gross negligence or willful misconduct.

The provisions of this Section

shall survive the satisfaction and discharge of this Indenture and the defeasance of the Securities or the earlier resignation or removal

of the Trustee.

Section

6.08 Conflicting Interests.

If the Trustee has or shall

acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign,

to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent

permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under

this Indenture with respect to Securities of more than one series.

Section

6.09 Corporate Trustee Required, Eligibility.

There shall at all times be

one Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other

series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital

and surplus of at least $150,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements

of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act,

the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent

report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in

accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in

this Article.

Section

6.10 Resignation and Removal, Appointment of Successor.

No resignation or removal

of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of the appointment

by the successor Trustee in accordance with the applicable requirements of Section 6.11.

The Trustee may resign at

any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance

by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of

such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for

the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed

at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding

Securities of such series, by written notice delivered to the Trustee and to the Company. If an instrument of acceptance by a successor

Trustee shall not have been delivered to the Trustee within 30 days after giving of such notice of removal, the removed Trustee may petition

any court of competent jurisdiction for the appointment of a successor Trustee.

If at any time:

(a) the

Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona

fide Holder of a Security for at least six months, or

(b) the

Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or

by any such Holder, or

Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall

be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,

conservation or liquidation,

then, in any such case, (1)

the Company by a Board Resolution may remove the Trustee with respect to all Securities of which such Trustee acts as trustee, or (2)

subject to Section 5.14, Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders

of such Securities for at least six months may, on behalf of themselves and all others similarly situated, petition any court of competent

jurisdiction for the removal of the Trustee with respect to all Securities of which such Trustee acts as trustee and the appointment of

a successor Trustee or Trustees.

If the Trustee shall resign,

be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities

of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those

series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such

series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply

with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence

of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority

in aggregate principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor

Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section

6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee

appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company

or the Holders and accepted appointment in the manner required by Section 6.11, Holders of 10% in aggregate principal amount of

Securities of any series who have been bona fide Holders of such Securities of such series for at least six months or the Trustee may,

on behalf of themselves and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor

Trustee with respect to the Securities of such series.

The Company shall give notice

of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee

with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06.

Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate

Trust Office.

Section

6.11 Acceptance of Appointment by Successor.

In case of the appointment

hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge

and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal

of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested

with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee,

such retiring Trustee shall, upon payment of its charges and reimbursement of its expenses (including reasonable fees and expenses of

counsel and agents), if any, to which such retiring Trustee is otherwise legally entitled, execute and deliver an instrument transferring

to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such

successor Trustee at the expense of the Company all property and money held by such retiring Trustee hereunder.

In case of the appointment

hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee

and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto

wherein each successor Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable

to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with

respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee

is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that

all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the

retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of the provisions

of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,

it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust

and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered

by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring

Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance,

shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those

series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such

retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee

hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor

Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee

all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. No successor Trustee shall

accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section

6.12 Merger, Conversion, Consolidation or Succession to Business.

Any corporation or entity

into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or entity resulting from any

merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or entity succeeding to all or substantially

all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or entity

shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part

of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office,

any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities

so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities; and in case at that

time any 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 as is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

Section

6.13 Preferential Collection of Claims Against Company.

If and when the Trustee shall

be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the

Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section

6.14 Appointment of Authenticating Agent.

The Trustee may appoint an

Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of and subject

to the direction of the Trustee to authenticate and deliver Securities of such series issued upon original issue and upon exchange, registration

of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the

benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference

is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication,

such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate

of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company

and shall at all times be a corporation or entity organized and doing business under the laws of the United States of America, any State

thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus

of not less than $150,000. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements

of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating

Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any

time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall

resign immediately in the manner and with the effect specified in this Section.

Any corporation or entity

into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or entity resulting

from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or entity succeeding

to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of the

Authenticating Agent hereunder, provided such corporation or entity shall be otherwise eligible under this Section, without the execution

or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may

resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency

of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice

of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with

the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and

shall give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect

to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become

vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating

Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay

to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment with respect

to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s

certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated

therein referred to in the within-mentioned Indenture.

Truist Bank, as Trustee

By:

, as

Authenticating Agent

By:

Authorized Signatory

ARTICLE VII HOLDERS’

LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section

7.01 Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or

cause to be furnished to the Trustee:

(a) semi-annually,

not more than 15 days after each Regular Record Date, a list for each series of Securities, in such form as the Trustee may reasonably

require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date, and

(b) at

such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of

similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that if

and so long as the Trustee shall be the Security Registrar for the Securities of a series, no such list need be furnished with respect

to such series of Securities.

Section

7.02 Preservation of Information; Communications to Holders.

Subject to compliance with

its obligations pursuant to Section 312 of the Trust Indenture Act, the Trustee (i) shall preserve, in as current a form as is reasonably

practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01

and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar and (ii) may destroy any list furnished

to it as provided in Section 7.01 upon receipt of a new list so furnished.

The rights of Holders to communicate

with other Holders with respect to their rights under this Indenture or the Securities, and the corresponding rights and privileges of

the Trustee shall be as provided by the Trust Indenture Act.

Every Holder of Securities,

by receiving and holding the same, agrees with the Company and the Trustee that none of the Company, the Trustee nor any agent of any

of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the

Trust Indenture Act.

Section

7.03 Reports by Trustee.

The Trustee shall transmit

to Holders such reports, if any, concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust

Indenture Act at the times and in the manner provided pursuant thereto. A copy of each such report shall, at the time of such transmission

to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if any, upon which any Securities are listed,

with the Commission and with the Company. The Company will promptly notify the Trustee in writing when any Securities are listed on any

stock exchange or automated quotation system.

Section

7.04 Reports by Company.

The Company shall file with

the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof as

may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act;

provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the

Exchange Act shall be filed with the Trustee within 15 days after the Company files the same with the Commission.

Delivery of such reports,

information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute

constructive notice of any information contained therein or determinable from information contained therein, including the Company’s

compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificates).

Such information, documents,

reports and summaries shall be deemed to have been (i) filed by the Company with the Trustee and (ii) transmitted by the Company to Holders,

as the case may be, if the Company has filed such information, documents, reports and summaries with the Commission using the EDGAR filing

system (or any successor filing system) and such reports are publicly available, in each case to the extent such filing with the EDGAR

filing system (or any successor filing system) and the foregoing effect thereof, is not prohibited by the Act.

Section

7.05 Calculation of Original Issue Discount.

Upon request of the Trustee

or any Holder, the Company shall file with the Trustee or deliver to such Holder promptly at the end of each calendar year a written notice

specifying the amount of original issue discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities

as of the end of such year.

ARTICLE VIII CONSOLIDATION,

MERGER, CONVEYANCE, TRANSFER OR LEASE

Section

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

The Company shall not consolidate

with or merge into any other Person or convey, transfer or lease (as lessor) all or substantially all of its assets to any Person, unless:

(a)

(i) the

Company is the surviving Person, in the case of a merger, or

(ii) the

Person formed by such consolidation or into which the Company is merged or the Person which acquires or leases, all or substantially all

of the assets of the Company (such Person, the “Successor Company”) is a corporation organized and validly existing

under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture

supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment

of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture

on the part of the Company to be performed or observed;

(b) immediately

after giving effect to such transaction (and treating any indebtedness that becomes an obligation of the Successor Company or any subsidiary

of the Company as a result of such transaction as having been incurred by the Successor Company or such subsidiary at the time of such

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

exist and be continuing; and

Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,

conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture

comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section

8.02 Successor Substituted.

Upon any consolidation of

the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of

the assets of the Company in accordance with Section 8.01, the Successor Company 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 Company had been named

as the Company herein, and thereafter, except in the case of a lease (where the Company is the lessor), the predecessor Person shall be

relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE IX SUPPLEMENTAL

INDENTURES

Section

9.01 Supplemental Indentures Without Consent of Holders.

Without the consent of any

Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in

form satisfactory to the Trustee, for any of the following purposes:

(a) to

evidence the succession of another Person to the Company under this Indenture and the Securities and the assumption by such successor

of the obligations of the Company hereunder;

(b) to

add covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the

benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such

series) or to surrender any right or power herein conferred upon the Company with regard to all or any series of Securities (and if any

such surrender is to be made with regard to less than all series of Securities, stating that such surrender is expressly being made solely

with regard to such series);

add Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are

to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included

solely for the benefit of such series);

(d) to

add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of

Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate

the issuance of Securities in uncertificated form;

(e) to

add to, change or eliminate any of the provisions of this Indenture in respect of all or any series of Securities (and if such addition,

change or elimination is to apply to less than all series of Securities, stating that it is expressly being made to apply solely with

respect to such series); provided that any such addition, change or elimination (1) shall neither (i) apply to any Security of any

series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the

rights of the Holder of any such Security with respect to such provision or (2) shall become effective only when there is no such Security

Outstanding;

(f) to

secure the Securities or any guarantee with respect to any Securities;

(g) to

establish the form or terms of Securities of any series hereunder;

(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, pursuant to the requirements of Section 6.11;

(i) to

cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein;

(j) to

make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this

Clause (j) shall not adversely affect the interests of the Holders of any Securities of any Outstanding series in any material respect;

(k) to

add one or more guarantors with respect to the Securities or to release guarantors in accordance with the provisions of any supplemental

indenture;

(l) to

qualify this Indenture under the Trust Indenture Act;

(m) to

supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities;

provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series;

(n) to

comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be listed

or traded;

(o) to

comply with the rules of any applicable Depositary;

(p) subject

to any limitations established pursuant to Section 3.01, to provide for the issuance of additional Securities of any series;

(q) to

conform any provision of this Indenture, any supplemental indenture, one or more series of Securities or any related guarantees or security

documents, if any, to the description of such Securities contained in the Company’s prospectus, prospectus supplement, offering

memorandum or similar document with respect to the offering of the Securities of such series.

Section

9.02 Supplemental Indentures With Consent of Holders.

With the consent of the Holders

of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture,

by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may

enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating

any of the provisions of, this Indenture, or modifying in any manner the rights of the Holders of Securities of such series under this

Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security

of such series affected thereby:

(a) change

the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Security, or reduce the principal

amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal

of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the

Maturity thereof pursuant to Section 5.02, or change the Company’s obligation to maintain an office or agency for payment

of Securities and the other matters specified herein, or the coin or currency in which any Security is payable, or impair the right to

institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after

the Redemption Date), or alter the method of computation of interest, or eliminate a guarantee of Securities, if any (other than in accordance with the terms of the Indenture), or alter in any material

respect adverse to the Holders of applicable Securities the terms of any guarantee;

(b) reduce

the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for

any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of

this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture;

any of the provisions of this Section, Section 5.13 and Section 10.06 except to increase any such percentage or to

provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding

Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect

to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.06, or the deletion

of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h);

(d) if

the Securities of any series are convertible into or for any other securities or property of the Company, make any change that adversely

affects in any material respect the right to convert any Security of such series (except as permitted by Section 9.01) or decrease

the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted

by the terms of such Security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture

which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights

of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights

under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section

to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance

thereof; or

(e) make

payments on the Securities of such series payable in currency other than as originally stated in such Security.

Section

9.03 Execution of Supplemental Indentures.

In executing, or accepting

the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created

by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying

upon, an Officer’s Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or

permitted by this Indenture, and is the legal, valid, and binding obligation of the Company. The Trustee may, but shall not be obligated

to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture

or otherwise.

Section

9.04 Effect of Supplemental Indentures.

Upon the execution of any

supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall

form a part of this Indenture, for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered

hereunder shall be bound thereby.

Section

9.05 Conformity with Trust Indenture Act.

Every supplemental indenture

executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

Section

9.06 Reference in Securities to Supplemental Indentures.

Securities of any series authenticated

and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear

a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine,

new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture

may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such

series. Failure to make a notation or issue a new Security shall not affect the validity and effect of any amendment, supplement or waiver.

ARTICLE X COVENANTS

Section

10.01 Payment of Principal, Premium and Interest.

The Company covenants and

agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and premium, if any, and interest

on the Securities of that series in accordance with the terms of the Securities and this Indenture. Principal, premium, if any, and interest

will be considered paid on the date due if the Trustee or Paying Agent, if other than the Company, holds as of Noon, New York City time,

on the due date, money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal,

premium, if any, and interest on the Securities then due.

Notwithstanding anything

to the contrary contained in this Indenture, the Company or the Paying Agent may, to the extent it is required to do so by law, deduct

or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign taxing authorities from

principal or interest payments hereunder.

Section

10.02 Maintenance of Office or Agency.

The Company will maintain

in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered

for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities may be surrendered

for conversion, and where notices and demands to or upon the Company in respect of the Securities of that series, and this Indenture may

be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office

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

the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,

and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided

that the Corporate Trust Office of the Trustee shall not be a place of service of legal process on the Company.

The Company may also from

time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered

for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or

rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities

of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and

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

Except as otherwise specified

with respect to a series of Securities as contemplated by Section 3.01, the Company hereby initially designates as the Place of

Payment for each series of Securities to be the Corporate Trust Office of the Trustee, and initially appoints the Trustee as Paying Agent

at its Corporate Trust Office as the Company’s office or agency for each such purpose in such city; provided that with respect

to a Global Security, and except as may otherwise be specified for such Global Security as contemplated by Section 3.01, any payment,

presentation, surrender of delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be

deemed to have been effected at the Place of Payment for such Global Securities in accordance with the provisions of this Indenture.

Section

10.03 Money for Securities Payments to Be Held in Trust.

If the Company shall at any

time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or

any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto

a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise

disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall

have one or more Paying Agents for any series of Securities, it will, on or prior to Noon, New York City time, on each due date of the

principal of or any premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds with

a trustee pursuant to Section 13.04(a), causes such trustee to deposit) with a Paying Agent a sum sufficient to pay such amount,

such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify

the Trustee of its action or failure so to act.

The Company will cause each

Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying

Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) hold all sums held by it

for the payment of the principal of (and premium, if any) or interest, if any, on Securities of that series in trust for the benefit of

the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give

the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment

of principal (and premium, if any) or interest, if any, on the Securities of that series; and (3) during the continuance of any such

default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment

in respect of the Securities of that series.

The Company may at any time,

for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct

any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee

upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying

Agent to the Trustee, such Paying Agent shall be released from an further liability with respect to such money.

Subject to any applicable

abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment

of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal,

premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall

be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the

Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability

of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being

required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English

language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice

that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such

publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section

10.04 Statement by Officers as to Default.

The Company will deliver to

the Trustee, within 135 days after the end of each of its fiscal years ending after the date hereof, an Officer’s Certificate, stating

whether or not to the best knowledge of the signer thereof the Company is in default in the performance and observance of any of the terms,

provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if

the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section

10.05 Existence.

Subject to Article

VIII, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate (or

equivalent) existence.

Section

10.06 Waiver of Certain Covenants.

Except as otherwise specified

as contemplated by Section 3.01 for Securities of such series, and except as otherwise specified in Section 9.02, 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 this Indenture, or any applicable supplemental indenture, with respect to the Securities of any series, if the Holders of at

least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive

such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend

to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,

the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full

force and effect.

ARTICLE XI REDEMPTION

OF SECURITIES

Section

11.01 Applicability of Article.

Securities of any series which

are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated

by Section 3.01 for such Securities) in accordance with this Article.

Section

11.02 Election to Redeem; Notice to Trustee.

The election of the Company

to redeem any Securities shall be established in or pursuant to a Board Resolution or an Officer’s Certificate or in another manner

specified as contemplated by Section 3.01 for such Securities. In case of any redemption at the election of the Company of the

Securities of any series (including any such redemption affecting only a single Security), the Company shall, not less than 10 Business

Days prior to the date the notice of redemption required by Section 11.04 is to be sent (unless a shorter notice shall be satisfactory

to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and,

if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration

of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election

of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an

Officer’s Certificate evidencing compliance with such restriction or condition.

Section

11.03 Selection by Trustee of Securities to Be Redeemed.

If less than all of the Securities

of any series are to be redeemed, selection of the Securities for redemption will be made pro rata, by lot or by such other method as

the Trustee in its sole discretion deems appropriate and fair and, to the extent any securities to be redeemed are Global Securities,

by the Depositary in accordance with its Applicable Procedures. If less than all the Securities of such series and of a specified tenor

are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected

not more than 45 days prior to the Redemption Date, from the Outstanding Securities of such series and specified tenor not previously

called for redemption in accordance with the preceding sentence.

If any Security selected for

partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected,

the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which

have been converted during a selection of securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of

such selection.

The Trustee shall promptly

notify the Company and each Security Registrar in writing of the Securities selected for redemption as aforesaid and, in case of any Securities

selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two

preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed

in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall

be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture,

unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities

redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section

11.04 Notice of Redemption.

Notice of redemption

shall be given by first-class mail, postage prepaid, mailed or otherwise in accordance with the Applicable Procedures not less than 10

nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 3.01

for the relevant Securities), to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption

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

(a) the

Redemption Date;

(b) the

Redemption Price (or the method of calculating such price);

less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification

(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,

if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of

the particular Security to be redeemed;

(d) that

on the Redemption Date, the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that

interest thereon will cease to accrue on and after said date;

(e) the

place or places where each such Security is to be surrendered for payment of the Redemption Price;

(f) that

the redemption is for a sinking fund, if such is the case; and

(g) for

any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security to be

redeemed will terminate and the place or places where such Securities may be surrendered for conversion.

Notice of redemption of Securities

to be redeemed at the election of the Company shall be given by the Company or, at the Company’s written request (which may be rescinded

or revoked at any time prior the time at which the Trustee shall have given such notice to the Holders), by the Trustee in the name and

at the expense of the Company.

Section

11.05 Deposit of Redemption Price.

On or prior to Noon, New York

City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as

its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption

Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be

redeemed on that date, other than Securities or portions of Securities called for redemption which are owned by the Company or a Subsidiary

and have been delivered by the Company or such Subsidiary to the Trustee for cancellation. All money, if any, earned on funds held by

the Paying Agent shall be remitted to the Company. In addition, the Paying Agent shall promptly return to the Company any money deposited

with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any,

on, all Securities to be redeemed.

If any Security called for

redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption

of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided

in the last paragraph of Section 3.07 or in the terms of such Security) be paid to the Company upon Company Request or, if then

held by the Company, shall be discharged from such trust.

Section

11.06 Securities Payable on Redemption Date.

Notice of redemption having

been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price

therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest)

such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such

Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however,

that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior

to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at

the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07; provided further

that, unless otherwise specified as contemplated by Section 3.01, if the Redemption Date is after a Regular Record Date and on

or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Securities registered

on the relevant Regular Record Date.

If any Security called for

redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest

from the Redemption Date at the rate prescribed therefor in the Security.

Section

11.07 Securities Redeemed in Part.

Any Security which is to be

redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement

by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his

attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such

Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as

requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security

so surrendered.

ARTICLE XII SINKING

FUNDS

Section

12.01 Applicability of Article.

The provisions of this Article

shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by

Section 3.01 for such Securities.

The minimum amount of any

sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”,

and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional

sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject

to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities as provided

for by the terms of such Securities.

Section

12.02 Satisfaction of Sinking Fund Payments with Securities.

The Company (a) may deliver

Outstanding Securities of a series (other than any previously called for redemption) and (b) may apply as a credit Securities of a series

which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of

permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of

any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as

and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously

so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price,

as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking

fund payment shall be reduced accordingly.

Section

12.03 Redemption of Securities for Sinking Fund.

Not less than 45 days (or

shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver

to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant

to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if

any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.02 and will also deliver to the Trustee

any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities

to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption

thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having

been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and

11.07.

ARTICLE XIII DEFEASANCE

AND COVENANT DEFEASANCE

Section

13.01 Company’s Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at

its option at any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of Securities, as

the case may be, designated pursuant to Section 3.01 as being defeasible pursuant to such Section 13.02 or 13.03,

in accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance with the conditions set forth

below in this Article. Any such election shall be evidenced by a Board Resolution, Officer’s Certificate or in another manner specified

as contemplated by Section 3.01 for such Securities.

Section

13.02 Defeasance and Discharge.

Upon the Company’s exercise

of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company (and

any obligor upon such Securities) shall be deemed to have been discharged from its obligations with respect to such Securities as provided

in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”).

For this purpose, such Defeasance means that the Company (and any obligor upon such Securities) shall be deemed to have paid and discharged

the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this

Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute such instruments reasonably

requested by the Trustee acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged

hereunder: (a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as

more fully set forth in Section 13.05, payments in respect of the principal of and any premium and interest on such Securities

when payments are due, (b) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,

10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article. Subject

to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding

the prior exercise of its option (if any) to have Section 13.03 applied to such Securities.

Section

13.03 Covenant Defeasance.

Upon the Company’s exercise

of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (a) the Company

(and any obligor upon such Securities) shall be released from its obligations under Sections 7.04, 8.01, 10.04, 10.05,

and any covenants provided pursuant to Section 3.01(u), 9.01(b) or 9.01(g) for the benefit of the Holders of such

Securities and (b) the occurrence of any event specified in Section 5.01(d) shall be deemed not to be or result in an Event of

Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section

13.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance

means that, with respect to such Securities, the Company (and any obligor upon such Securities) may omit to comply with and shall have

no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by

reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision

herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

Section

13.04 Conditions to Defeasance or Covenant Defeasance.

The following shall be the

conditions to the application of Section 13.02 or 13.03 to any Securities or any series of Securities, as the case may be:

(a) The

Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements

contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust

for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders

of such Securities, (A) money in an amount, or (B) in the case of any series of Securities the payment on which may only be made in legal

coin or currency of the United States, U.S. Government Obligations which through the scheduled payment of principal and interest in respect

thereof in accordance with their terms will provide, not later than Noon, New York City time, on the due date of any payment, money in

an amount, or (C) such other obligations or arrangements as may be specified as contemplated by Section 3.01 with respect to such

Securities, or (D) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public

accountants or investment bankers, in either case expressed in a written certification thereof to be delivered to the Trustee, to pay

and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (1) the principal

of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture

and such Securities or any Redemption Date established pursuant to clause (i) below, and (2) any mandatory sinking fund payments on the

dates on which such payments are due and payable in accordance with the terms of this Indenture and such Securities. As used herein, “U.S.

Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of

which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised

by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a

full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at

the option of the issuer thereof and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities

Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the

account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government

Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction

from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government

Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(b) In

the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company

shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published

by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable Federal income

tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities

will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with

respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would

be the case if such deposit, Defeasance and discharge were not to occur.

the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the Company

shall have delivered to the Trustee an Opinion of Counsel that shall confirm that the Holders of such Securities will not recognize gain

or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities

and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit

and Covenant Defeasance were not to occur.

(d) The

Company shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities

of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

(e) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Securities of such

series shall have occurred and be continuing at the time of such deposit or, with regard to any such Event of Default specified in Section

5.01(e) and (f), at any time on or prior to the 90th day after the date of such deposit.

(f) The

Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions

precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Before or after a

deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance

with Article XI.

Section

13.05 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous

Provisions.

Subject to the provisions

of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with

the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other

trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any Securities

shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,

either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,

to the Holders of such Securities, of all sums, due and to become due thereon in respect of principal and any premium and interest, but

money so held in trust need not be segregated from other funds except to the extent required by law.

The Company shall pay and

indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant

to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by

law is for the account of the Holders of Outstanding Securities; provided that the Trustee shall be entitled to charge any such tax,

fee or other charge to such Holder’s account.

Anything in this Article to

the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.

Government Obligations held by it as provided in Section 13.04 with respect to any Securities which are in excess of the amount

thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect

to such Securities.

Section

13.06 Reinstatement.

If the Trustee or the Paying

Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of

any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this

Indenture, such Securities from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 shall

be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time

as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect to such Securities

in accordance with this Article; provided, however, that (a) if the Company makes any payment of principal of or any premium or interest

on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders

of such Securities to receive such payment from the money so held in trust and (b) unless otherwise required by any legal proceeding or

any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall return all such money and U.S. Government

Obligations to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s

obligations has occurred and continues to be in effect.

IN WITNESS WHEREOF, the parties

hereto have caused this Indenture to be duly executed as of the day and year first above written.

HEICO CORPORATION

By:

/s/ Carlos L. Macau, Jr.

Name:

Carlos L. Macau, Jr.

Title:

Executive Vice President,

Chief Financial Officer and Treasurer

[Signature Page to Indenture]

TRUIST BANK, as Trustee

By:

/s/ Patrick Giordano

Name:

Patrick Giordano

Title:

Vice President

[Signature Page to Indenture]

Exhibit A

[FORM OF SECURITY]

[Global Securities

Legend]

UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH

OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &

CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL

SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.

THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART

MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED

IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS

SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

HEICO Corporation

[ ]% Senior Note

due 20[ ]

No.

CUSIP NO.

HEICO Corporation, duly organized

and existing under the laws of the State of Florida (herein called the “Company,” which term includes any successor Person

under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the

principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto on [ ], 20[ ] and to pay interest thereon

from [ ], 20[ ] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears

on [ ] and [ ] in each year, commencing [ ], 20[ ] at the rate of [ ]% per annum, until the principal hereof is paid or duly provided

for, provided, however, that any principal and premium, and any such installment of interest, which is overdue shall bear

interest at the rate of [ ]% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates

such amounts are due until they are paid or duly provided for. The interest so payable and punctually paid or duly provided for, on any

Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more predecessor

Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the [ ] and [ ] (whether

or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly

provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose

name this Security (or one or more predecessor Securities) is registered at the close of business on a Special Record Date for the payment

of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior

to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities

exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in

said Indenture.

A-1

Payment of the principal of

(and premium, if any) and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in

the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is

legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest

may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to

the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same

effect as if set forth at this place.

Unless the certificate of

authentication hereon has been executed by the Trustee referred to on the reverse hereof, this Security shall not be entitled to any benefit

under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused

this Security to be duly executed.

HEICO CORPORATION

By:

Name:

Title:

Attest:

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:

TRUIST BANK,

as Trustee

By:

Authorized Signatory

A-2

Form of Reverse

of Security

This Security is one of a

duly authorized issue of Securities of the Company designated as [ ]% Senior Notes due [ ] (herein called the “Securities”),

limited in aggregate principal amount on the Issue Date to $[ ] issued and to be issued under an Indenture, dated as of [ ], 20[ ] (herein

called the “Indenture,” which term shall have the meaning assigned to it in such instrument), among the Company and Truist

Bank, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference

is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the

Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and

delivered.

The terms of the Securities

include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939,

as amended (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto

in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities

are referred to the Indenture and the Trust Indenture Act for a statement of such terms.

This Security is redeemable

at the Company’s option, in whole or in part, at any time on or after [ ], 20[ ], at the Redemption Prices (expressed as percentages

of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the Redemption Date (subject to the right of

Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve

month period beginning on [ ] of each of the years indicated below:

Year

Redemption Price

The Indenture contains provisions

for legal defeasance at any time of the entire indebtedness of this Security or for covenant defeasance of certain restrictive covenants

and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default shall

occur and be continuing, there may be declared due and payable the principal of, premium, if any, and accrued and unpaid interest, if

any, on all of the outstanding Securities, in the manner and with the effect provided in the Indenture.

The Indenture permits, with

certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the

rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders

of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting

the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders

of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the

Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such

Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange

herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

A-3

As provided in and subject

to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the

Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously

given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25.0% in

aggregate principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings

in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee and the Trustee shall not

have received from the Holders of a majority in aggregate principal amount of Securities at the time Outstanding a direction inconsistent

with such request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer

of indemnity. The foregoing shall not apply to certain suits described in the Indenture, including any suit instituted by the Holder of

this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due

dates expressed herein (or, in the case of redemption, on or after the Redemption Date).

No reference herein to the

Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute

and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the

coin or currency, herein prescribed.

As provided in the Indenture

and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender

of this Security for registration of transfer at the office or agency of the Company, which is designated as the Corporate Trust Office

of the Trustee in North Carolina, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company

and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new

Securities, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

This Security is issuable

only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 thereof. As provided in the Indenture

and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities

of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and

subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of like

tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be

made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other

governmental charge payable in connection therewith.

Prior to due presentment of

this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person

in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security shall be overdue, and neither

the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

Interest on this Security

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

All terms used in this Security

which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security

shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles

thereof.

A-4

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee’s name, address

and zip code)

(Insert assignee’s soc. sec. or tax I.D.

No.)

and irrevocably appoint agent to transfer this

Security on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature:

Sign exactly as your name appears on the other side of this Security.

A-5

[TO BE ATTACHED

TO GLOBAL SECURITY]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security

is $[ ]. The following increases or decreases in this Global Security have been made:

Date of Exchange

Amount of decrease

in Principal

Amount of this

Global Security

Amount of increase

in Principal

Amount of this

Global Security

Principal amount

of this Global

Security following

such decrease or

increase

Signature of authorized

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EX-4.2 — FIRST SUPPLEMENTAL INDENTURE, DATED JULY 16, 2026, BETWEEN HEICO CORPORATION AND TRUIST BANK, AS TRUSTEE

EX-4.2

Filename: ea029813301ex4-2.htm · Sequence: 4

Exhibit 4.2

HEICO Corporation

as Issuer

and

Truist Bank

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of July 16, 2026

to the Indenture dated as of July 16, 2026

4.950% Notes due 2031

5.400% Notes due 2036

TABLE OF CONTENTS

Article

1 APPLICATION OF FIRST SUPPLEMENTAL INDENTURE

Section 1.01.

Application of First Supplemental Indenture.

Article

2 DEFINITIONS

Section 2.01.

Certain Terms Defined in the Indenture.

Section 2.02.

Definitions.

Article 3 FORM AND TERMS OF THE NOTES

Section 3.01.

Form and Dating.

Section 3.02.

Terms of the Notes.

Section 3.03.

Optional Redemption.

Section 3.04.

Repurchase of Notes upon a Change of Control.

Article

4 CERTAIN COVENANTS

Section 4.01.

Restrictions on Secured Debt.

Section 4.02.

Restrictions on Sale and Leaseback Transactions.

Section 4.03.

Subsidiary Guarantors

Article

5 events of default

Section 5.01.

Events of Default

Article

6 MISCELLANEOUS

Section 6.01.

Trust Indenture Act Controls.

Section 6.02.

New York Law to Govern.

Section 6.03.

Counterparts; Signatures

Section 6.04.

Severability.

Section 6.05.

Ratification.

Section 6.06.

Effectiveness.

Section 6.07.

Trustee Makes No Representation.

EXHIBIT A Form of 4.950% Note Due 2031

A-1

EXHIBIT B Form of 5.400% Note Due 2036

B-1

EXHIBIT C Form of Supplemental Indenture

C-1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this

“First Supplemental Indenture”), dated as of July 16, 2026, between HEICO Corporation, a Florida corporation (the “Company”)and

Truist Bank, a North Carolina banking corporation, as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company

and the Trustee executed and delivered an Indenture, dated as of July 16, 2026 (the “Base Indenture,” and together

with this First Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time

of Securities to be issued in one or more series as provided in the Indenture;

WHEREAS, Section 9.01

of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base

Indenture, without the consent of any Holders of Securities, to establish the form of any Security, as permitted by the Base Indenture,

and to provide for the issuance of the Notes (as defined below), as permitted by the Base Indenture, and to set forth the terms thereof;

WHEREAS, the Company

desires to execute this First Supplemental Indenture, pursuant to Section 2.01 of the Base Indenture, to establish the form and, pursuant

to Section 3.01 of the Base Indenture, to provide for the issuance, of $550,000,000 in aggregate principal amount of its 4.950% Notes

due 2031 (the “2031 Notes”) and $650,000,000 in aggregate principal amount of its 5.400% Notes due 2036 (the “2036

Notes” and, together with the 2031 Notes, the “Notes”);

WHEREAS, the Company

has duly authorized the execution and delivery of this First Supplemental Indenture in order to provide for certain supplements to the

Indenture which shall only be applicable to the Notes;

WHEREAS, the Company

has requested that the Trustee execute and deliver this First Supplemental Indenture;

WHEREAS, all acts and

things necessary to make this First Supplemental Indenture a valid and binding agreement of the Company according to its terms have been

done and performed;

NOW, THEREFORE, in

consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually

covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:

Article

APPLICATION OF FIRST SUPPLEMENTAL INDENTURE

Section

1.01. Application of First Supplemental Indenture.

Notwithstanding any other

provision of this First Supplemental Indenture, all provisions of this First Supplemental Indenture are expressly and solely for the benefit

of the Holders of the Notes, and any such provisions shall not be deemed to apply to any other securities issued under the Base Indenture

and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes. Unless

otherwise expressly specified, references in this First Supplemental Indenture to specific Article numbers or Section numbers refer to

Articles and Sections contained in this First Supplemental Indenture as they amend or supplement the Base Indenture, and not the Base

Indenture or any other document. All Initial Notes and Additional Notes, if any, shall be treated as a single class for all purposes of

the Indenture, including waivers, amendments, redemptions and offers to purchase.

Article

DEFINITIONS

Section

2.01. Certain Terms Defined in the Indenture.

For purposes of this First

Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture,

as amended hereby.

Section

2.02. Definitions.

For the benefit of the Holders

of the Notes, the following terms shall have the meanings set forth in this Section 2.02:

“Additional 2031

Notes” has the meaning specified in Section 3.02(b) of this First Supplemental Indenture.

“Additional 2036

Notes” has the meaning specified in Section 3.02(b) of this First Supplemental Indenture.

“Additional Notes”

has the meaning specified in Section 3.02(b) of this First Supplemental Indenture.

“Attributable Debt”

in the context of a Sale and Leaseback Transaction means, as of any particular time, what the Company determines in good faith to be the

present value, discounted at the interest rate implicit in the lease involved in such Sale and Leaseback Transaction, of the lessee’s

obligation under the lease for rental payments during the remaining term of the lease, as it may be extended. For the purposes of this

definition, any amounts the lessee must pay, whether or not designated as rent or additional rent, on account of maintenance and repairs,

insurance, taxes, assessments, water rates or similar charges or any amounts lessee must pay under the lease contingent upon the amount

of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges are not included in the determination

of lessee’s obligations under the lease.

“Base Indenture”

has the meaning specified in recitals of this First Supplemental Indenture.

“Change of Control”

means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other

than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s

properties or assets and the properties or assets of its Subsidiaries, taken as a whole, to any “person” or “group”

(as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Company or one of its Subsidiaries; (2) the consummation

of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or

“group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined

in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of the Company’s Voting Stock representing a majority of

the voting power of our then outstanding Voting Stock; (3) the Company consolidates with, or merges with or into, any Person, or any Person

consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s

outstanding Voting Stock or Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other

than any such transaction where the Company’s Voting Stock outstanding immediately prior to such transaction constitutes, or is

converted into or exchanged for, Voting Stock representing a majority of the voting power of the Voting Stock of the surviving Person

immediately after giving effect to such transaction; or (4) the adoption by the Company’s stockholders of a plan relating to the

Company’s liquidation or dissolution. Notwithstanding the foregoing, a transaction (or series of related transactions) will not

be deemed to involve a Change of Control under clause (2) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary

of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that

transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B)

immediately following that transaction no “person” or “group” (as those terms are used in Section 13(d)(3) of

the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner (as defined in Rules

13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control

Offer” has the meaning set forth in Section 3.04 of this First Supplemental Indenture.

“Change of Control

Payment” has the meaning set forth in Section 3.04 of this First Supplemental Indenture.

“Change of Control

Payment Date” has the meaning set forth in Section 3.04 of this First Supplemental Indenture.

“Change of Control

Triggering Event” means, with respect to a series of the Notes, the rating of the Notes is lowered by at least two of the three

Rating Agencies below Investment Grade on any date during the period (the “Trigger Period”) commencing on the earlier

of (a) the occurrence of a Change of Control and (b) the first public announcement by the Company of any Change of Control (or pending

Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following

consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible

ratings change); provided that a Change of Control Triggering Event will not be deemed to have occurred in respect of a particular Change

of Control if each applicable Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee

at the Company’s or the Trustee’s request that the reduction was the result, in whole or in part, of any event or circumstance

comprised of or arising as a result of, or in respect of, the Change of Control.

Notwithstanding the foregoing,

no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until

such Change of Control has actually been consummated.

“Consolidated Net

Tangible Assets” means, as of any particular time, the total amount of assets minus: (a) all applicable reserves; (b) all current

liabilities (excluding any liabilities which are by their terms extendible or renewable at the option of the obligor to a time more than

12 months after the time as of which the amount thereof is being computed and excluding current maturities of long-term indebtedness);

and (c) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as

shown in the audited consolidated balance sheet of the Company and subsidiaries contained in the Company’s then most recent annual

report to stockholders.

“Default”

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

“Depositary”

has the meaning specified in Section 3.01(c) of this First Supplemental Indenture.

“Existing

Indenture” means that certain Indenture dated as of July 27, 2023 between the Company, as Issuer, and Truist Bank, as Trustee,

as Supplemented by that certain First Supplemental Indenture dated as of July 27, 2023, as may be further amended, restated or supplemented

from time to time.

“Existing

Senior Notes” means the 5.250% Notes due 2028 and the 5.350% Notes due 2033 issued by the Company under the Existing Indenture.

“Fitch”

means Fitch Ratings Inc., or any successor to the rating agency business thereof.

“Funded Debt”

means all indebtedness for money borrowed which by its terms matures more than 12 months after the time of the computation of this amount

or which is extendible or renewable at the option of the obligor on this indebtedness to a time more than 12 months after the time of

the computation of this amount or which is classified, in accordance with U.S. generally accepted accounting principles, as long-term

debt on the consolidated balance sheet for the most-recently ended fiscal quarter (or if incurred subsequent to the date of such balance

sheet, would have been so classified) of the Person for which the determination is being made.

“Global Notes”

has the meaning specified in Section 3.01(c) of this First Supplemental Indenture.

“Guarantee”

means any guarantee by any Guarantor of the Company’s obligations under the Indenture and this First Supplemental Indenture with

respect to a series of Notes, executed pursuant to the provisions of the Indenture and this First Supplemental Indenture.

“Guarantor”

means any Subsidiary of the Company that becomes a guarantor pursuant to the provisions of the Indenture and this First Supplemental Indenture.

“Initial 2031 Notes”

has the meaning specified in Section 3.02(b) of this First Supplemental Indenture.

“Initial 2036 Notes”

has the meaning specified in Section 3.02(b) of this First Supplemental Indenture.

“Initial Notes”

has the meaning specified in Section 3.02(b) of this First Supplemental Indenture.

“Interest Payment

Date” means February 1 and August 1, commencing on February 1, 2027

“Investment Grade”

means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating

of BBB- or better by S&P and Fitch (or its equivalent under any successor rating category of S&P or Fitch, as applicable), and

the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company under the

circumstances permitting the Company to select a replacement Rating Agency and in the manner for selecting a replacement Rating Agency,

in each case as set forth in the definition of “Rating Agency.”

“Issue Date”

means the date on which the Initial Notes are issued.

“Moody’s”

means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Notes”

has the meaning specified in the recitals of this First Supplemental Indenture.

“Par Call Date”

means (i) with respect to the 2031 Notes, July 1, 2031 (the “2031 Par Call Date”) and (ii) with respect to the 2036

Notes, May 1, 2036 (the “2036 Par Call Date”).

“Principal Property”

means any plant, warehouse, office building, facility or parcel of real property owned by the Company or any Restricted Subsidiary which

is located within the United States and has a gross book value in excess of 2% of Consolidated Net Tangible Assets at the time of determination,

except for any such plant, warehouse, office building, facility or parcel of real property or any portion of such plant, warehouse, office

building, facility or parcel of real property which, in the opinion of the Company’s board of directors, is not of material importance

to the total business conducted by us and our Restricted Subsidiaries taken as a whole.

“Rating Agency”

means each of Fitch, Moody’s and S&P; provided, that if Fitch, Moody’s or S&P ceases to provide rating services to

issuers or investors, the Company may appoint another “nationally recognized statistical rating organization” within the meaning

of Section 3(a)(62) under the Exchange Act as a replacement for such Rating Agency; provided further, that the Company give notice of

such appointment to the Trustee.

“Redemption Date”

has the meaning specified in Section 3.03 of this First Supplemental Indenture.

“Redemption Price”

has the meaning specified in Section 3.03 of this First Supplemental Indenture.

“Sale and Leaseback

Transaction” has the meaning specified in Section 4.02 of this First Supplemental Indenture.

“S&P”

means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors.

“Treasury Rate”

means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be

determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily

by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon

the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by

the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor

designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”

(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the

Treasury constant maturity on H.15 exactly equal to the period from the applicable Redemption Date to the applicable Par Call Date (the

“Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the

two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding

to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par

Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places;

or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single

Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity

or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such

Treasury constant maturity from the Redemption Date.

If on the third Business Day

preceding the applicable Redemption Date H.15 or any successor designation or publication is no longer published, the Company shall calculate

the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time,

on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that

is closest to, the applicable Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable

Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par

Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call

Date, the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there

are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities

meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities

the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United

States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph,

the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked

prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and

rounded to three decimal places.

“Voting Stock”

of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election

of the board of directors of such Person.

Article

FORM AND TERMS OF THE NOTES

Section

3.01. Form and Dating.

(a) The

Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, in the case of

the 2031 Notes and Exhibit B, in the case of the 2036 Notes, attached hereto, which are hereby incorporated into this First

Supplemental Indenture. The Notes shall be executed on behalf of the Company by a Senior Officer of the Company. Each Note shall be dated

the date of its authentication. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral

multiples of $1,000 in excess thereof.

(b) The

terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company and

the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to

be bound thereby.

Notes. The Notes shall be issued initially in the form of fully registered Global Securities (the “Global Notes”),

which shall be deposited on behalf of the purchasers of the Notes represented thereby with The Depository Trust Company, New York, New

York (the “Depositary”) and registered in the name of Cede & Co., the Depositary’s nominee, duly executed

by the Company and authenticated by the Trustee.

(d) Book-Entry

Provisions. This Section 3.01(d) shall apply only to the Global Notes deposited with or on behalf of the Depositary. The Company

shall execute and the Trustee shall, in accordance with this Section 3.01(d), authenticate and deliver the Global Notes that shall

be registered in the name of the Depositary or the nominee of the Depositary and shall be delivered by the Trustee to the Depositary or

pursuant to the Depositary’s instructions.

(e) Paying

Agent. The Company initially appoints the Trustee as the Security Registrar and Paying Agent for the payment of the principal of (and

premium, if any) and interest on the Notes and the office of the Trustee at Truist Bank, in the contiguous United States, which shall

initially be the Corporate Trust Office, is hereby designated as the Place of Payment where the Notes may be presented for payment.

Section

3.02. Terms of the Notes.

The following terms relating

to each series of the Notes are hereby established:

(a) Title.

The 2031 Notes shall constitute a series of Securities having the title “4.950% Notes due 2031” and the 2036 Notes shall constitute

a series of Securities having the title “5.400% Notes due 2036.”

(b) Principal

Amount. Except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes

pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture, the aggregate principal amount of the 2031 Notes that may

be initially authenticated and delivered under the Indenture (the “Initial 2031 Notes”) shall be $550,000,000 and the

aggregate principal amount of the 2036 Notes that may be initially authenticated and delivered under the Indenture (the “Initial

2036 Notes” and, together with the Initial 2031 Notes, the “Initial Notes”) shall be $650,000,000. The Company

may from time to time, without the consent of the Holders of Notes, issue additional Notes with respect to each series of the Notes (in

any such case, with respect to the 2031 Notes, the “Additional 2031 Notes,” and with respect to the 2036 Notes, the

“Additional 2036 Notes” and, the Additional 2031 Notes and the Additional 2036 Notes collectively, the “Additional

Notes”) having the same ranking and the same interest rate, Maturity and other terms as the applicable Initial Notes except

for the Issue Date and the first payment of interest thereon. Any Additional Notes and the Initial Notes of the same series shall constitute

a single series under the Indenture and all references to the Notes of such series shall include the applicable Initial Notes and any

applicable Additional Notes unless the context otherwise requires.

Date. The entire outstanding principal amount of the 2031 Notes shall be payable on August 1, 2031 and the entire outstanding principal

amount of the 2036 Notes shall be payable on August 1, 2036.

(d) Interest

Rate. The rate at which the 2031 Notes shall bear interest shall be 4.950% per annum and the rate at which the 2036 Notes shall bear

interest shall be 5.400% per annum. The date from which interest shall accrue on the Notes shall be July 16, 2026, or the most recent

Interest Payment Date to which interest has been paid or provided for. The Interest Payment Dates for the Notes shall be February 1 and

August 1 of each year, beginning February 1, 2027; the interest so payable, and punctually paid or duly provided for, on any Interest

Payment Date, will be paid, in immediately available funds, to the Persons in whose names the Notes are registered (which shall initially

be the Depositary) at the close of business on the regular record date for such interest, which shall be January 15 or July 15, as the

case may be, preceding such Interest Payment Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day

months. For so long as the Notes are represented in global form by one or more Global Securities, all payments of principal (and premium,

if any) and interest shall be made by wire transfer of immediately available funds to the Depositary or its nominee, as the case may be,

as the registered owner of the Global Security representing such Notes. In the event that definitive Notes shall have been issued, all

payments of principal (and premium, if any) and interest shall be made by wire transfer of immediately available funds to the accounts

of the registered Holders thereof; provided, that the Company may elect to make such payments at the office of the Paying Agent in the

contiguous United States; and provided further, that the Company may at its option pay interest by check to the registered address of

each Holder of a definitive Note. If an Interest Payment Date falls on a date that is not a Business Day, then interest will be paid on

the next day that is a Business Day, and no interest on such payment will accrue for the period from and after such Interest Payment Date.

(e) Currency.

The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if any, on the Notes

shall be made in United States Dollars.

(f) Redemption;

Sinking Fund. Except as provided in this Article 3, the Company shall have no obligation to redeem, purchase or repay the Notes pursuant

to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.

(g) Ranking.

The Notes will be senior unsecured obligations of the Company. The payment of the principal of, premium, if any, and interest on the Notes

will (i) rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness; (ii) rank

senior in right of payment to all of the Company’s existing and future subordinated indebtedness; (iii) be structurally subordinated

to all liabilities (including trade payables) of the Company’s existing and future subsidiaries that do not guarantee the notes;

and (iv) be effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the

collateral securing such indebtedness.

Section

3.03. Optional Redemption.

Prior to the applicable Par

Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price

(the “Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal

to the greater of:

(a) the

(i) sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date

(assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day

months) at the Treasury Rate plus 10 basis points, in the case of the 2031 Notes, and 15 basis points, in the case of the 2036 Notes less

(ii) interest accrued to the applicable date of redemption (the “Redemption Date”), and

(b) 100%

of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the

applicable Redemption Date.

On or after the applicable

Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to

100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption

Date.

The Company’s actions

and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

The Company will send by electronic

delivery or mail otherwise in accordance with the procedures of the Depositary notice of any redemption at least 10 days but not more

than 60 days before the applicable Redemption Date to each Holder of the Notes to be redeemed. Once the notice of redemption is sent,

the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued

and unpaid interest to the applicable Redemption Date, subject to any conditions precedent specified in such notice. If such redemption

is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day

immediately preceding the relevant Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after

we determine that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions

precedent. In addition, the Company may provide in such notice that payment of the applicable Redemption Price and performance of the

Company’s obligations with respect to such redemption may be performed by another Person.

In the case of a partial redemption

of the Notes, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the trustee in its sole discretion

deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in

part only, the notice of redemption that relates to the note will state the portion of the principal amount of the note to be redeemed.

A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the Holder of the note upon

surrender for cancellation of the original note. For so long as the Notes are held by the Depositary (or another depositary), the redemption

of the Notes shall be done in accordance with the policies and procedures of the depositary. The Notes will not be entitled to the benefit

of any mandatory redemption or sinking fund.

Unless the Company defaults

in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called

for redemption.

Section

3.04. Repurchase of Notes upon a Change of Control.

(a) If

a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes

as provided in Section 3.03 hereof, each Holder of Notes will have the right to require the Company to make an offer (a “Change

of Control Offer”) to each Holder of a Note to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000

in excess thereof) of that Holder’s Notes on the terms set forth in this Section 3.04 and in the Notes. In a Change of Control Offer,

the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid

interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days

following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement

of the transaction that constitutes or may constitute the Change of Control, the Company shall send a notice to Holders of the Notes,

describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase the Notes

on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is

sent (a “Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice.

The notice shall, if sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned

on the Change of Control occurring on or prior to the Change of Control Payment Date.

(b) On

the Change of Control Payment Date, the Company shall, to the extent lawful:

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change

of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes

or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s

Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.

Company shall not be required to make a Change of Control Offer with respect to the Notes upon the occurrence of a Change of Control Triggering

Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer

made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company

shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under

the Indenture, other than a default in the payment of the Change of Control Payment on the Change of Control Payment Date.

(d) The

Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder

to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control

Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions

of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations

under the Change of Control Offer provisions of the Notes by virtue of any such conflict and compliance.

(e) If

Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a

Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described in this

Section 3.04, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not

less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of

Control Offer described herein, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal

to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to

the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date).

Article

CERTAIN COVENANTS

The following covenants shall

be applicable to the Company for so long as any of the Notes are Outstanding. Nothing in this Article will, however, affect the Company’s

rights or obligations under any other provision of the Base Indenture or this First Supplemental Indenture.

Section

4.01. Restrictions on Secured Debt.

(a) The

Company will not, nor will it permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any indebtedness for borrowed

money (hereinafter called “indebtedness”) secured by a mortgage, security interest, pledge or lien (hereinafter called “mortgage”)

on or upon any Principal Property or on any capital stock or indebtedness of any Restricted Subsidiary (whether such Principal Property,

capital stock or indebtedness is now owned or hereafter acquired) that owns any Principal Property, whether owned as of the date hereof

or acquired after the date hereof, without in any such case ensuring that the Notes (together with, if the Company shall so determine,

any other indebtedness created, incurred, issued, assumed or guaranteed by the Company or any Restricted Subsidiary and then existing

or thereafter created) shall be secured by such mortgage equally and ratably with (or, at the option of the Company, prior to) such indebtedness,

so long as such indebtedness shall be so secured.

(b) The

provisions of Section 4.01(a) shall not, however, apply to any indebtedness secured by any one or more of the following:

(i) mortgages existing on the Issue Date;

(ii) mortgages of or upon any property acquired, constructed or improved by, or of or upon any capital stock

or indebtedness acquired by, the Company or any Restricted Subsidiary after the date hereof to (i) secure the payment of all or any part

of the purchase price of such property, capital stock or indebtedness upon the acquisition thereof or (ii) secure indebtedness incurred,

assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, capital stock

or indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that the indebtedness

is incurred, assumed or guaranteed prior to or within 365 days after the later of the applicable acquisition, construction or improvement

of such property, as the case may be, provided, that in the case of any such acquisition, construction or improvement the mortgage shall

not apply to any property, capital stock or indebtedness theretofore owned by the Company or any Restricted Subsidiary, other than, in

the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property

so constructed or the improvement is located;

(iii) except to the extent created in anticipation of the acquisition of any Person, mortgages of or upon any

property, capital stock or indebtedness existing at the time of acquisition thereof by the Company or any Restricted Subsidiary;

(iv) except to the extent created in anticipation of the merger or consolidation with any Person, mortgages

of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted

Subsidiary or existing at the time of a sale or transfer of all or substantially all of the properties of a Person to the Company or any

Restricted Subsidiary;

(v) mortgages of or upon any property of, or capital stock or indebtedness of, a Person existing at the time

such Person becomes a Restricted Subsidiary;

(vi) mortgages to secure indebtedness of any Restricted Subsidiary to the Company or to another Restricted

Subsidiary or Subsidiary;

(vii) mortgages in favor of the United States of America or any State thereof, or any department, agency or

instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or political

subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness

incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, capital stock

or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages;

(viii) mortgages for taxes not yet due or that are being contested in good faith by appropriate proceedings,

provided that adequate reserves with respect thereto are maintained on the Company’s books in conformity with generally accepted

accounting principles;

(ix) mortgages imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s,

repairmen’s or other like mortgages arising in the ordinary course of business that are not overdue for a period of more than 30

days or that are being contested in good faith by appropriate proceedings;

(x) mortgages to secure the performance of bids, trade contracts, leases, statutory obligations, surety and

appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(xi) mortgages in favor of only the Company or one or more of the Restricted Subsidiaries;

(xii) mortgages in favor of the Trustee securing indebtedness owed under the Indenture to the Trustee and granted

in accordance with the Indenture;

(xiii) mortgages to secure (1) interest rate swap agreements (whether from fixed to floating or from floating

to fixed), interest rate cap agreements and interest rate collar agreements; (2) other agreements or arrangements designed to manage interest

rates or interest rate risk; (3) other agreements or arrangements designed to protect against fluctuations in currency exchange rates

or commodity prices; and (4) other agreements or arrangements designed to protect against fluctuations in equity prices.

(xiv) judgment liens, so long as the finality of such judgment is being contested in good faith and execution

thereon is stayed;

(xv) easements or similar encumbrances, the existence of which does not impair the use of the property subject

thereto for the purposes for which it is held or was acquired;

(xvi) leases and landlords’ mortgages on fixtures and movable property located on premises leased in the

ordinary course of business, so long as the rent secured thereby is not in default;

(xvii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or

in part of any mortgage referred to in the foregoing clauses (i) through (xvi), inclusive, provided, however, that the principal amount

of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal

or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property (plus improvements and

construction on such property), capital stock or indebtedness which was subject to the mortgage so extended, renewed or replaced; and

(xviii) other liens permitted under the Credit Agreement.

the provisions of Section 4.01(a), the Company or any Restricted Subsidiary may, without equally and ratably securing the Notes, issue,

assume or guarantee indebtedness secured by a mortgage not excepted by clauses (i) through (xvii) of Section 4.01(b), if the total amount

of the following does not at the time exceed the greater of (i) 15% of Consolidated Net Tangible Assets and (ii) $300.0 million:

(i) such indebtedness; plus

(ii) all other indebtedness that the Company and its Restricted Subsidiaries have incurred or have guaranteed

existing at such time and secured by mortgages not so excepted; plus

(iii) the Attributable Debt existing in respect of Sale and Leaseback Transactions existing at such time; provided,

however, that Attributable Debt with respect to the following types of Sale and Leaseback Transactions will not be included for the purposes

of calculating Attributable Debt in the preceding sentence:

(A) Sale and Leaseback Transactions in respect of which an amount (equaling at least the greater of the net

proceeds of the sale of property or the fair market value of the property) is used within 365 days after the effective date of the arrangement

to make non-mandatory prepayments on unsubordinated long-term indebtedness, retire unsubordinated long-term indebtedness or acquire, construct

or improve a manufacturing plant or facility which is, or upon completion will be, a Principal Property; and

(B) Sale and Leaseback Transactions in which the property involved would have been permitted to be mortgaged

under clause (ii) or (vii) of Section 4.01(b).

Section

4.02. Restrictions on Sale and Leaseback Transactions.

The Company will not, and

will not permit any Restricted Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Company or any

Restricted Subsidiary of any Principal Property whether now owned or hereafter acquired (except for temporary leases for a term, including

any renewal thereof, of not more than three years and except for leases between the Company and any Restricted Subsidiary, between any

Restricted Subsidiary and the Company or between Restricted Subsidiaries), which property has been or is to be sold or transferred by

the Company or such Restricted Subsidiary to any Person with the intention of taking back a lease of such property (herein referred to

as a “Sale and Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary would (at the time of

entering into such arrangement) be entitled pursuant to clause (ii) or (vii) of Section 4.01(b), without equally and ratably securing

the Notes, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property, or (ii) the Company or such

Restricted Subsidiary would (at the time of entering into such arrangement) be entitled pursuant to Section 4.01(c), without equally and

ratably securing the Notes, to create, incur, issue, assume or guarantee indebtedness secured by a mortgage on such property in an amount

at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction or (iii) the Company shall apply, within 365

days of the effective date of any such arrangement, an amount not less than the greater of (x) the net proceeds of the sale of such property

or (y) the fair market value (as determined by the Board of Directors) of such property to either the prepayment or retirement (other

than any mandatory prepayment or retirement) of Funded Debt or to the acquisition, construction or improvement of a manufacturing plant

or manufacturing facility which is, or upon such acquisition, construction or improvement will be, a Principal Property.

Section

4.03. Subsidiary Guarantors

If, after the date of this

First Supplemental Indenture, any Existing Senior Notes become guaranteed by any Subsidiary of the Company then, if such Subsidiary is

not already a Guarantor, the Company shall cause such Subsidiary within 30 days after such Subsidiary guarantees the Existing Notes to

(a) execute and deliver to the Trustee a supplemental indenture substantially in the form attached hereto as Exhibit C, pursuant to which

such Subsidiary will fully and unconditionally guarantee all of the Company’s obligations under this First Supplemental Indenture and

(b) deliver to the Trustee an Officer’s Certificate and Opinion of Counsel to the effect that (i) such supplemental indenture and Guarantee

has been duly authorized, executed and delivered, (ii) such supplemental indenture and Guarantee constitutes a valid, binding and enforceable

obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except

insofar as enforcement thereof is subject to general principles of equity and (iii) such supplemental indenture complies with the terms

of this Indenture.

Article

events of default

Section

5.01. Events of Default

The following Event of Default

shall be applicable as specified below. Nothing in this Article will, however, affect the Company’s rights or obligations under

any other provision of the Base Indenture or this First Supplemental Indenture.

(a)

The following Event of Default shall be applicable for so long as any of the Notes are Outstanding:

failure to make any payment at maturity, including any applicable grace period, of any indebtedness of the Company in an aggregate amount

in excess of $225,000,000 and continuance of such failure to pay or a default on any of the Company’s indebtedness which default

results in the acceleration of indebtedness in an aggregate principal amount in excess of $225,000,000 without such indebtedness having

been discharged or the acceleration having been cured, waived, rescinded or annulled; provided, however, that if the failure, default

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

(b) At

any such time as a Subsidiary is obligated to provide a Guarantee pursuant to Section 4.03 hereof:

(i) For purposes of Section 5.01(d) of the Base Indenture, references to the “Company” shall be

deemed to be references to the Company or any such Subsidiary; and

(ii) For purposes of Section 5.01(a) hereof, references to the “Company” shall be deemed to be

references to the Company or any such Subsidiary; and

(iii) The following Event of Default shall be applicable:

any Guarantee of any Guarantor is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full

force and effect in all material respects (other than in accordance with the terms of such Guarantee and the Indenture) or any such Guarantor

denies its liability under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms

of the Indenture and such Guarantee) and such event continues for 10 business days.

Article

MISCELLANEOUS

Section

6.01. Trust Indenture Act Controls.

If any provision of this First

Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this First Supplemental

Indenture by the Trust Indenture Act, the required provision shall control. If any provision of this First Supplemental Indenture modifies

or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply

to this First Supplemental Indenture as so modified or to be excluded, as the case may be.

Section

6.02. New York Law to Govern.

This First Supplemental Indenture

and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

Section

6.03. Counterparts; Signatures

This First Supplemental Indenture

or any certificate or other document delivered pursuant to this First Supplemental Indenture may be executed in several counterparts,

each of which shall be an original and all of which shall constitute but one and the same instrument. This First Supplemental Indenture

shall be valid, binding, and enforceable against a party, and, except as otherwise provided in this First Supplemental Indenture, any

certificate or other document delivered pursuant to this First Supplemental Indenture shall be deemed to be duly signed and delivered,

only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted

by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act,

and/or any other relevant electronic signatures law, including relevant provisions of the New York Uniform Commercial Code (collectively,

“Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature.

Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect,

and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall

have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and

shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original

manual signatures shall be used for execution or indorsement of writings when required under the New York Uniform Commercial Code or other

Signature Law due to the character or intended character of the writings. All notices, approvals, consents, requests and any communications

hereunder must be in writing (provided that any such communication sent to Trustee hereunder must be in the form of a document that is

signed manually or by way of a digital signature provided by the electronic signature provider that the Company plans to use (or such

other digital signature provider as specified in writing to Trustee by the authorized representative)), in English. The Trustee shall

have no duty to inquire into or investigate the authenticity or authorization of any electronic signature and shall be entitled to conclusively

rely on any such electronic signature without any liability with respect thereto. The Company agrees to assume all risks arising out of

the use of using digital signatures and electronic methods to submit communications to Trustee, including without limitation the risk

of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section

6.04. Severability.

If any provision of this First

Supplemental Indenture or the Notes shall be held to be illegal or unenforceable under applicable law, then the remaining provisions hereof

shall be construed as though such invalid, illegal or unenforceable provision were not contained therein.

Section

6.05. Ratification.

The Base Indenture, as supplemented

and amended by this First Supplemental Indenture, is in all respects ratified and confirmed. The Indenture shall be read, taken and construed

as one and the same instrument. All provisions included in this First Supplemental Indenture supersede any conflicting provisions included

in the Base Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, and agrees to perform the

same upon the terms and conditions of the Indenture.

Section

6.06. Effectiveness.

The provisions of this First

Supplemental Indenture shall become effective as of the date hereof.

Section

6.07. Trustee Makes No Representation.

The recitals contained herein

are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes

no representation as to the validity or sufficiency of this First Supplemental Indenture. All rights, protections, privileges, indemnities

and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be

deemed applicable to all actions taken, suffered or omitted by the Trustee in each of its capacities hereunder, and each agent, custodian

and other Person employed to act under this First Supplemental Indenture.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties

hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

HEICO CORPORATION

By:

/s/ Carlos L. Macau, Jr.

Name:

Carlos L. Macau, Jr.

Title:

Executive Vice President -

Chief Financial Officer and Treasurer

TRUIST BANK,

as Trustee

By:

/s/ Patrick Giordano

Name:

Patrick Giordano

Title:

Vice President

[Signature Page to Supplemental Indenture]

EXHIBIT

Form of 4.950% Note Due 2031

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,

EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR

VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE

MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY

NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,

IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE

A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

HEICO Corporation

4.950% Senior Note due 2031

No. [___]

$ [___]

CUSIP No.: 422806 AC3

ISIN No.: US422806AC32

HEICO Corporation, duly organized

and existing under the laws of the State of Florida (herein called the “Company,” which term includes any successor Person

under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns,

the principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto on August 1, 2031 and to pay interest

thereon from July 16, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually

in arrears on February 1 and August 1 in each year, commencing February 1, 2027 at the rate of 4.950% per annum, until the principal hereof

is paid or duly provided for, provided, however, that any principal and premium, and any such installment of interest, which

is overdue shall bear interest at the rate of 4.950% per annum (to the extent that the payment of such interest shall be legally enforceable),

from the dates such amounts are due until they are paid or duly provided for. The interest so payable and punctually paid or duly provided

for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more

predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15

and July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually

paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the

Person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a Special Record

Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not

less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements

of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more

fully provided in said Indenture.

Payment of the principal of

(and premium, if any) and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in

the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is

legal tender for payment of public and private debts; provided, however, that, at the option of the Company, payment of interest may be

made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to

the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same

effect as if set forth at this place.

Unless the certificate of

authentication hereon has been executed by the Trustee referred to on the reverse hereof, this Security shall not be entitled to any benefit

under the Indenture or be valid or obligatory for any purpose.

[Remainder of page intentionally left blank.]

A-1

IN WITNESS WHEREOF, the Company

has caused this Security to be duly executed.

HEICO CORPORATION

By:

Name:

Title:

Attest:

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Dated:

TRUIST BANK,

as Trustee

By:

Authorized Signatory

A-2

Form of Reverse of Security

This Security is one of a

duly authorized issue of Securities of the Company designated as 4.950% Senior Notes due 2031 (herein called the “Securities”),

initially limited in aggregate principal amount on the Issue Date to $550,000,000 issued and to be issued under an Indenture, dated as

of July 16, 2026, as supplemented (herein called the “Indenture,” which term shall have the meaning assigned to it in such

instrument), between the Company and Truist Bank, as Trustee (herein called the “Trustee,” which term includes any successor

trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,

duties and immunities thereunder of the Company the Trustee and the Holders of the Securities and of the terms upon which the Securities

are, and are to be, authenticated and delivered.

The terms of the Securities

include those expressly set forth in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939,

as amended (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed

thereto in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of

Securities are referred to the Indenture and the Trust Indenture Act for a statement of such terms.

Prior to July 1, 2031 (the

“Par Call Date”), the Company may redeem the Securities at its option, in whole or in part, at any time and from time to time,

at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(A) the

(a) sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption

Date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)

at the Treasury Rate plus 10 basis points less (b) interest accrued to the Redemption Date, and

(B) 100%

of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding,

the Redemption Date.

On or after the Par Call Date,

the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of

the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.