Indenture dated as of May 8, 2009



 Exhibit 4.1 
  
 EAGLE MATERIALS INC. 
 and

 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 
 as Trustee 
 Indenture 
 Dated as of May 8, 2009 
 Providing for Issuance of Debt Securities 








 CROSS-REFERENCE TABLE* 
 Provisions of Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939, as amended, and the Indenture dated as of May 8, 2009,
between Eagle Materials Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee. 
  

			
	 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, 6.11
	      (c)	 	Not Applicable
	311(a)	 	6.13
	      (b)	 	6.13
	      (c)	 	Not Applicable
	312(a)	 	7.01
	      (b)	 	7.02
	      (c)	 	7.02
	313(a)	 	7.03
	      (b)(1)	 	7.03
	      (b)(2)	 	7.03
	      (c)	 	7.03
	      (d)	 	7.03
	314(a)	 	7.04
	      (a)(4)	 	7.04
	      (b)	 	Not Applicable
	      (c)(1)	 	3.03 and 10.04
	      (c)(2)	 	3.03
	      (c)(3)	 	4.04
	      (d)	 	Not Applicable
	      (e)	 	1.02
	315(a)	 	6.01 and 6.03
	      (b)	 	6.02
	      (c)	 	6.01
	      (d)	 	6.01
	      (e)	 	5.14
	316(a)(1)(A)	 	5.12
	      (a)(1)(B)	 	5.13
	      (a)(2)	 	Not Applicable
	      (b)	 	5.07 and 5.08
	      (c)	 	1.04
	317(a)(1)	 	5.03
	      (a)(2)	 	5.04
	      (b)	 	10.03
	318(a)	 	1.07

  

	*	This cross-reference table shall not, for any purpose, be deemed to be part of the Indenture. 








 TABLE OF CONTENTS 
  


					
	  	  	 	  	PAGE
		
	 TABLE OF CONTENTS
	  	i
		
	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
			
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Officers’ Certificates and Opinions	  	8
	 Section 1.03
	  	Form of Documents Delivered to Trustee	  	8
	 Section 1.04
	  	Acts of Securityholders	  	9
	 Section 1.05
	  	Notices, etc., to Trustee and Company	  	10
	 Section 1.06
	  	Notice to Securityholders; Waiver	  	10
	 Section 1.07
	  	Conflict with Trust Indenture Act	  	11
	 Section 1.08
	  	Effect of Headings and Table of Contents	  	11
	 Section 1.09
	  	Successors and Assigns	  	11
	 Section 1.10
	  	Severability Clause	  	11
	 Section 1.11
	  	Benefits of Indenture	  	11
	 Section 1.12
	  	Governing Law	  	11
	 Section 1.13
	  	Counterparts	  	11
	 Section 1.14
	  	Judgment Currency	  	11
	 Section 1.15
	  	Legal Holidays	  	12
	 Section 1.16
	  	Force Majeure	  	12
	 Section 1.17
	  	Waiver of Jury Trial	  	12
		
	 ARTICLE II SECURITY FORMS
	  	13
			
	 Section 2.01
	  	Forms Generally	  	13
	 Section 2.02
	  	Forms of Securities	  	13
	 Section 2.03
	  	Securities in Global Form	  	13
	 Section 2.04
	  	Form of Trustee’s Certificate of Authentication	  	14
		
	 ARTICLE III THE SECURITIES
	  	14
			
	 Section 3.01
	  	General Title; General Limitations; Issuable in Series; Terms of Particular Series	  	14
	 Section 3.02
	  	Denominations and Currency	  	18
	 Section 3.03
	  	Execution, Authentication and Delivery, and Dating	  	18
	 Section 3.04
	  	Temporary Securities	  	20
	 Section 3.05
	  	Registration, Transfer and Exchange	  	21
	 Section 3.06
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	23
	 Section 3.07
	  	Payment of Interest; Interest Rights Preserved	  	24
	 Section 3.08
	  	Persons Deemed Owners	  	25
	 Section 3.09
	  	Cancellation	  	26

  

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	 Section 3.10
	    	Computation of Interest	  	26
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	26
			
	 Section 4.01
	    	Satisfaction and Discharge of Indenture	  	26
	 Section 4.02
	    	Discharge and Defeasance	  	27
	 Section 4.03
	    	Covenant Defeasance	  	28
	 Section 4.04
	    	Conditions to Defeasance or Covenant Defeasance	  	29
	 Section 4.05
	    	Application of Trust Money; Excess Funds	  	30
	 Section 4.06
	    	Paying Agent to Repay Moneys Held	  	31
	 Section 4.07
	    	Return of Unclaimed Amounts	  	31
		
	 ARTICLE V REMEDIES
	  	31
			
	 Section 5.01
	    	Events of Default	  	31
	 Section 5.02
	    	Acceleration of Maturity; Rescission, and Annulment	  	33
	 Section 5.03
	    	Collection of Indebtedness and Suits for Enforcement by Trustee	  	34
	 Section 5.04
	    	Trustee May File Proofs of Claim	  	34
	 Section 5.05
	    	Trustee May Enforce Claims Without Possession of Securities	  	35
	 Section 5.06
	    	Application of Money Collected	  	35
	 Section 5.07
	    	Limitation on Suits	  	36
	 Section 5.08
	    	Unconditional Right of Securityholders to Receive Principal, Premium, and Interest	  	36
	 Section 5.09
	    	Restoration of Rights and Remedies	  	37
	 Section 5.10
	    	Rights and Remedies Cumulative	  	37
	 Section 5.11
	    	Delay or Omission Not Waiver	  	37
	 Section 5.12
	    	Control by Securityholders	  	37
	 Section 5.13
	    	Waiver of Past Defaults	  	38
	 Section 5.14
	    	Undertaking for Costs	  	38
	 Section 5.15
	    	Waiver of Stay or Extension Laws	  	38
		
	 ARTICLE VI THE TRUSTEE
	  	39
			
	 Section 6.01
	    	Certain Duties and Responsibilities of Trustee	  	39
	 Section 6.02
	    	Notice of Defaults	  	40
	 Section 6.03
	    	Certain Rights of Trustee	  	40
	 Section 6.04
	    	Not Responsible for Recitals or Issuance of Securities	  	41
	 Section 6.05
	    	May Hold Securities	  	41
	 Section 6.06
	    	Money Held in Trust	  	41
	 Section 6.07
	    	Compensation and Reimbursement	  	42
	 Section 6.08
	    	Disqualification; Conflicting Interests	  	42
	 Section 6.09
	    	Corporate Trustee Required; Eligibility	  	43
	 Section 6.10
	    	Resignation and Removal; Appointment of Successor	  	43
	 Section 6.11
	    	Acceptance of Appointment by Successor	  	44
	 Section 6.12
	    	Merger, Conversion, Consolidation or Succession to Business	  	45

  

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	 Section 6.13
	    	Preferential Collection of Claims Against Company	  	46
	 Section 6.14
	    	Appointment of Authenticating Agent	  	46
		
	 ARTICLE VII SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	48
			
	 Section 7.01
	    	Company to Furnish Trustee Names and Addresses of Securityholders	  	48
	 Section 7.02
	    	Preservation of Information; Communications to Securityholders	  	48
	 Section 7.03
	    	Reports by Trustee	  	49
	 Section 7.04
	    	Reports by Company	  	50
		
	 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	  	50
			
	 Section 8.01
	    	Company May Consolidate, etc., Only on Certain Terms	  	50
	 Section 8.02
	    	Successor Corporation Substituted	  	51
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	51
			
	 Section 9.01
	    	Supplemental Indentures Without Consent of Securityholders	  	51
	 Section 9.02
	    	Supplemental Indentures With Consent of Securityholders	  	53
	 Section 9.03
	    	Execution of Supplemental Indentures	  	54
	 Section 9.04
	    	Effect of Supplemental Indentures	  	54
	 Section 9.05
	    	Conformity With Trust Indenture Act	  	54
	 Section 9.06
	    	Reference in Securities to Supplemental Indentures	  	54
		
	 ARTICLE X COVENANTS
	  	55
			
	 Section 10.01
	    	Payment of Principal, Premium and Interest	  	55
	 Section 10.02
	    	Maintenance of Office or Agency	  	55
	 Section 10.03
	    	Money or Security Payments to Be Held in Trust	  	55
	 Section 10.04
	    	Certificate to Trustee	  	56
	 Section 10.05
	    	Corporate Existence	  	56
		
	 ARTICLE XI REDEMPTION OF SECURITIES
	  	56
			
	 Section 11.01
	    	Applicability of Article	  	56
	 Section 11.02
	    	Election to Redeem; Notice to Trustee	  	57
	 Section 11.03
	    	Selection by Trustee of Securities to be Redeemed	  	57
	 Section 11.04
	    	Notice of Redemption	  	57
	 Section 11.05
	    	Deposit of Redemption Price	  	58
	 Section 11.06
	    	Securities Payable on Redemption Date	  	58
	 Section 11.07
	    	Securities Redeemed in Part	  	59
	 Section 11.08
	    	Provisions with Respect to any Sinking Funds	  	59

  

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	 ARTICLE XII REPAYMENT AT OPTION OF HOLDERS
	  	60
			
	 Section 12.01
	    	Applicability of Article	  	60
	 Section 12.02
	    	Repayment of Securities	  	61
	 Section 12.03
	    	Exercise of Option	  	61
	 Section 12.04
	    	When Securities Presented for Repayment Become Due and Payable	  	61
	 Section 12.05
	    	Securities Repaid in Part	  	61
		
	 ARTICLE XIII SUBORDINATION OF SUBORDINATED SECURITIES
	  	62
			
	 Section 13.01
	    	Agreement to Subordinate	  	62
	 Section 13.02
	    	Payment on Dissolution, Liquidation or Reorganization; Default on Senior Indebtedness	  	62
	 Section 13.03
	    	Payment Prior to Dissolution or Default	  	64
	 Section 13.04
	    	Securityholders Authorize Trustee to Effectuate Subordination of Securities	  	65
	 Section 13.05
	    	Right of Trustee to Hold Senior Indebtedness	  	65
	 Section 13.06
	    	Article XIII Not to Prevent Events of Default	  	65
	 Section 13.07
	    	No Fiduciary Duty of Trustee to Holders of Senior Indebtedness	  	65
	 Section 13.08
	    	Trustee’s Rights to Compensation, Reimbursement of Expenses and Indemnification	  	66

  

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 THIS INDENTURE, between Eagle Materials Inc., a Delaware corporation (hereinafter called the
“Company”) having its principal office at 3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas 75219, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (hereinafter called the
“Trustee”), is made and entered into as of this 8th day of May, 2009. 
 Recitals of the Company 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its unsecured debentures, notes, bonds, and
other evidences of indebtedness, to be issued in one or more fully registered series. 
 All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done. 
 Agreements of the Parties 
 To set forth or to provide for the establishment of the terms and conditions upon which the Securities (as hereinafter defined) are and are to be
authenticated, issued, and delivered, and in consideration of the premises thereof, and the purchase of Securities by the Holders (as hereinafter defined) thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate
benefit of all Holders from time to time of the Securities or of any series thereof, as the case may be: 
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 Section 1.01    Definitions. For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise
requires: 
 (a) the terms defined in this Article I have the meanings assigned to them in this Article I, and include the plural as well as
the singular; 
 (b) all other terms used herein which are defined in the Trust Indenture Act (as hereinafter defined), either directly or by
reference therein, have the meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted
hereunder shall mean (i) such accounting principles as are generally accepted in the United States of America (including, if applicable, International Financial Reporting Standards) at the date of such computation (or, with respect to any
series of Securities, at such other date as may be specified in the Board Resolution or supplemental indenture creating such series) or (ii) with respect to any series of Securities, such other accounting principles (including 
  

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 International Financial Reporting Standards) as may be specified in the Board Resolution or supplemental indenture
creating such series as in effect at the date of such computation (or at such other date as may be specified in the Board Resolution or supplemental indenture creating such series); and 
 (d) all references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Indenture. The words “herein”, “hereof”, and “hereunder” and other similar words refer to this Indenture as a whole and not to any particular Article, Section, or other
subdivision. 
 “Act”, when used with respect to any Securityholder, 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. 
 “Authenticating Agent” means any Person authorized by the Trustee to authenticate Securities of one or more series under
Section 6.14. 
 “Authentication Order” has the meaning specified in Section 3.03. 
 “Board of Directors” means (i) the board of directors of the Company, (ii) any duly authorized committee of that board, or
(iii) any officer, director, or authorized representative of the Company, in each case duly authorized by such Board to act hereunder. 
 “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 and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 
 “Business Day” means (except, with respect to any particular series of
Securities, as may be otherwise provided in the form of such Securities) any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions in New York, New York or Houston, Texas are authorized or
required by law, regulation, or executive order to be closed. 
 “Commission” means the Securities and Exchange Commission,
as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time. 
  

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 “Company” means Eagle Materials Inc., unless and until a successor corporation shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 
 “Company Request”, “Company Order”, and “Company Consent” mean, respectively, a written request, order, or consent signed in the name of the Company by its President and Chief Executive
Officer, Chief Financial Officer, any Executive Vice President, or any Vice President, or by any other officer or officers of the Company pursuant to an applicable Board Resolution, and delivered to the Trustee. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date hereof is located at The Bank of New York Mellon Trust Company, N.A., 601 Travis Street, 16th Floor, Houston, Texas 77002, Attention: Corporate Trust Officer, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

 “corporation” means a corporation, association, company, joint-stock company, limited liability company or business
trust. 
 “Covenant Defeasance” has the meaning specified in Section 4.03. 
 “Defaulted Interest” has the meaning specified in Section 3.07. 
 “Defeasance” has the meaning specified in Section 4.02. 
 “Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person
designated as Depositary by the Company pursuant to Section 3.01, unless and until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the “Depositary” with
respect to the Securities of that series. 
 “Equivalent Government Securities” means, in relation to Securities denominated
in a currency other than U.S. dollars, securities of the government that issued the currency in which such Securities are denominated or securities of government agencies backed by the full faith and credit of such government. 
 “Event of Default” has the meaning specified in Article V. 
 “Holder”, “Securityholder” and “Holder of Securities” means a Person in whose name a Security is
registered in the Security Register. 
  

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 “Indenture” or “this Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of any particular series of Securities established
as contemplated by Section 3.01. 
 “Interest Payment Date”, when used with respect to any series of Securities, means
any date on which an installment of interest on those Securities is scheduled to be paid. 
 “Maturity”, when used with
respect to any Security, means the date on which the principal amount outstanding under such Security or an installment of principal amount outstanding under such Security becomes due and payable, as therein or herein provided, whether on the
Scheduled Maturity Date, by declaration of acceleration, call for redemption, or otherwise. 
 “Officers’ Certificate”
means a certificate signed by any two of the President and Chief Executive Officer, the Chief Financial Officer, any Executive Vice President, any Vice President, and the Treasurer, or by any other officer or officers of the Company pursuant to an
applicable Board Resolution, and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel to the
Company, which counsel may be an employee of the Company or other counsel who shall be reasonably acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security that 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 5.01. 
 “Outstanding”, when used with respect to any particular Securities or to the Securities of any
particular series means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 
 (i) such Securities theretofore canceled by the Trustee or delivered by the Company to the Trustee for cancellation; 
 (ii) such Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited in trust with the Trustee or with any Paying Agent other than the Company, or, if
the Company shall act as its own Paying Agent, has been set aside and segregated in trust by the Company; provided, in any case, that if such Securities are to be redeemed prior to their Scheduled Maturity Date, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 
 (iii) such
Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, or which shall have been paid, in each case, pursuant to the terms of Section 3.06 (except with respect to any
such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a Person in whose hands such Security is a legal, valid, and binding obligation of the Company). 
  

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 In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof. In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given a direction concerning the time,
method, and place of conducting any proceeding for any remedy available to the Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under this Indenture, or concerning a consent on behalf of the Holders of any series
of Securities to the waiver of any past default and its consequences, Securities owned by the Company, any other obligor upon the Securities, or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Securities which a Responsible Officer assigned to the corporate trust department
of the Trustee knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act as owner 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 such other obligor. 
 “Paying Agent” means, with respect to any Securities, any Person appointed by the
Company to distribute amounts payable by the Company on such Securities. If at any time there shall be more than one such Person, “Paying Agent” as used with respect to the Securities of any particular series shall mean the Paying Agent
with respect to Securities of that series. As of the date of this Indenture, the Company has appointed the Trustee as Paying Agent with respect to all Securities issuable hereunder. 
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or other entity, or any government or any agency or political subdivision thereof. 
 “Place of
Payment” means, with respect to any series of Securities issued hereunder, the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, with respect to the Securities of such series are payable
as specified in accordance with the provisions of Section 3.01. 
  

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 “Predecessor Securities” 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 lieu of a lost, destroyed, mutilated, or stolen
Security shall be deemed to evidence the same debt as the lost, destroyed, mutilated, or stolen Security. 
 “Record Date”
means any date as of which the Holder of a Security will be determined for any purpose described herein, such determination to be made as of the close of business on such date by reference to the Security Register. 
 “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 specified in
the Security at which it is to be redeemed pursuant to this Indenture. 
 “Repayment Date”, when used with respect to any
Security to be repaid, means the date fixed for such repayment pursuant to such Security. 
 “Repayment Price”, when used
with respect to any Security to be repaid, means the price at which it is to be repaid pursuant to such Security. 
 “Responsible
Officer”, when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 
 “Scheduled Maturity Date”, when used with respect to any Security, means the date specified in such Security as the date on which all outstanding principal and interest will be due and payable.

 “Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other
evidences of indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture. 
 “Security Register” shall have the meaning specified in Section 3.05. 
 “Security Registrar”
means the Person who maintains the Security Register, which Person shall be the Trustee unless and until a successor Security Registrar is appointed by the Company. 
 “Senior Indebtedness”, unless otherwise provided with respect to the Securities of a series as contemplated by Section 3.01, means all obligations or indebtedness of, or guaranteed or assumed by, the
Company, whether or not represented by bonds, debentures, notes or similar instruments, for borrowed money, and any amendments, renewals, extensions, modifications and refundings of any such obligations or indebtedness, unless in the 

  

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instrument creating or evidencing any such obligations or indebtedness or pursuant to which the same is outstanding it is specifically stated, at or prior to
the time the Company becomes liable in respect thereof, that any such obligation or indebtedness or such amendment, renewal, extension, modification and refunding thereof is not Senior Indebtedness; provided that, unless otherwise provided with
respect to the Securities of a series as contemplated by Section 3.01, in no event shall “Senior Indebtedness” include (a) obligations or indebtedness of the Company owed or owing to any of its Subsidiaries or any officer, director or
employee of the Company or any of its Subsidiaries, (b) subject to Section 13.08, obligations or indebtedness to trade creditors or (c) any liability for taxes owed or owing by the Company. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section 3.07. 
 “Specified Currency” has the meaning specified in Section 3.01. 
 “Subordinated Security” means any security issued under this Indenture which is designated as a Subordinated Security. 
 “Subsidiary” of any specified corporation means any entity at least a majority of whose outstanding Voting Stock shall at the time be
owned, directly or indirectly, by the specified corporation or by one or more of its Subsidiaries, or both. 
 “Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as in force as of the date hereof, except as provided in Section 9.05. 
 “Trustee” means the party named as such above until a successor becomes such pursuant to this Indenture and thereafter means or includes each party who is then a trustee hereunder, and if at any time
there is more than one such party, “Trustee” as used with respect to the Securities of any series means the Trustee with respect to Securities of that series. If Trustees with respect to different series of Securities are trustees under
this Indenture, nothing herein shall constitute the Trustees co-trustees of the same trust, and each Trustee shall be the trustee of a trust separate and apart from any trust administered by any other Trustee with respect to a different series of
Securities. 
 “U.S. Government Obligations” means (i) securities that are direct obligations of the United States of
America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America and (ii) securities that are obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America, and also includes depository receipts issued by a bank or trust company as custodian with respect to
any of the securities described in the preceding clauses (i) and (ii), and any payment of interest or principal payable under any of the securities described in the preceding clauses (i) and (ii) that is held by such custodian for the
account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt, or from any amount received by the
custodian in respect of such securities, or from any specific payment of interest or principal payable under the securities evidenced by such depository receipt. 
  

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 “Voting Stock”, as applied to the stock of any corporation, means stock of any class or
classes (however designated), the outstanding shares of which have, by the terms thereof, ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation, other than stock having such
power only by reason of the happening of a contingency. 
 Section 1.02    Officers’ Certificates and
Opinions. Every Officers’ Certificate, Opinion of Counsel, and other certificate or opinion to be delivered to the Trustee under this Indenture with respect to any action to be taken by the Trustee (except for the Officers’ Certificate
required by Section 10.04) shall include the following: 
 (a) a statement that each individual signing such certificate or opinion has
read all covenants and conditions of this Indenture relating to such proposed action, including the definitions herein relating thereto; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of each such individual, he 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 the 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, legal counsel, unless such officer knows that any such certificate, opinion, or
representation is erroneous. Any opinion of counsel for the Company 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, unless such counsel knows
that any such certificate, opinion, or representation is erroneous. 
 Where any Person is required to make, give, or execute two or more
applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, such instruments may, but need not, be consolidated and form a single instrument. 
  

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 Section 1.04    Acts of Securityholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given or taken by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Securityholders 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 to the Trustee and (if expressly required by
the applicable terms of this Indenture) to the Company. If any Securities are denominated in coin or currency other than that of the United States, then for the purposes of determining whether the Holders of the requisite principal amount of
Securities have taken any action as herein described, the principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the spot rate of exchange into
United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by a certificate provided by a financial institution, selected by the Company, that maintains an active trade in the currency in question,
acting as conversion agent) as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders 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 1.04. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or
by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an
officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c)
The ownership of Securities shall for all purposes be determined by reference to the Security Register, as such register shall exist as of the applicable date. 
 (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a Record
Date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such Record Date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or 
  

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 other action may be given before or after such Record Date, but only the Holders of record at the close of business on
such Record Date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of such Record Date; provided that no such authorization, agreement or consent by the Holders on such Record Date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later than six months after such Record Date. 
 (e) Any request,
demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind each subsequent Holder of such Security, and each Holder of any Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof, with respect to anything done or suffered to be done by the Trustee or the Company in reliance upon such action, whether or not notation of such action is made upon such Security. 
 Section 1.05    Notices, etc., to Trustee and Company. Any request, order, authorization, direction, consent, waiver, or
other action to be taken by the Trustee, the Company, or the Securityholders hereunder (including any Authentication Order), and any notice to be given to the Trustee or the Company with respect to any action taken or to be taken by the Trustee, the
Company, or the Securityholders hereunder, shall be sufficient if made in writing and 
 (a) (if to be furnished or delivered to or filed
with the Trustee by the Company or any Securityholder) delivered to the Trustee at its Corporate Trust Office, or 
 (b) (if to be furnished
or delivered to the Company by the Trustee or any Securityholder, and except as otherwise provided in Section 5.01(d) and, in the case of a request for repayment, except as specified in the Security carrying the right to repayment) mailed to
the Company, first-class postage prepaid, at its principal office (as specified in the first paragraph of this instrument), Attention: Treasurer, or at any other address hereafter furnished in writing by the Company to the Trustee. 
 Section 1.06    Notice to Securityholders; Waiver. Where this Indenture or any Security provides for notice to
Securityholders of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein or in such Security) if in writing and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his or
her address as it appears in the Security Register as of the applicable Record Date, not later than the latest date or earlier than the earliest date prescribed by this Indenture or such Security for the giving of such notice. In any case where
notice to Securityholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Securityholder shall affect the sufficiency of such notice with respect to other Securityholders. Where this
Indenture or any Security 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 Securityholders 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. 
  

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 In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or
otherwise, it shall be impractical to mail notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture or the applicable Security, then any method of notification as shall be
satisfactory to the Trustee and the Company shall be deemed to be sufficient for the giving of such notice. 
 Section 1.07    Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any of the
provisions of the TIA, such required provision shall control. 
 Section 1.08    Effect of Headings and Table of
Contents. The Article and Section headings herein and the Table of Contents hereof are for convenience only and shall not affect the construction of any provision of this Indenture. 
 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. 
 Section 1.10    Severability 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 any Securities, express or implied, shall give to
any Person, other than the parties hereto, their successors hereunder, the Authenticating Agent, the Security Registrar, any Paying Agent, and the Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or
equitable right, remedy or claim under this Indenture. 
 Section 1.12    Governing Law. This Indenture shall
be governed by and construed in accordance with the laws of the State of New York. 
 Section 1.13    Counterparts. This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which shall together constitute but
one and the same instrument. 
 Section 1.14    Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court with respect to the Securities of any series it is necessary to convert the sum due in respect of the principal, premium, if any,
or interest, if any, payable with respect to such Securities into a currency in which a judgment can be rendered (the “Judgment Currency”), the rate of exchange from the currency in which payments under such Securities is payable
(the “Required Currency”) into the Judgment Currency shall 
  

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 be the highest bid quotation (assuming European-style quotation — i.e., Required Currency per Judgment Currency)
received by the Company from three recognized foreign exchange dealers in the City of New York for the purchase of the aggregate amount of the judgment (as denominated in the Judgment Currency) on the Business Day preceding the date on which a final
unappealable judgment is rendered, for settlement on such payment date, and at which the applicable dealer timely commits to execute a contract, and (b) the Company’s obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or by any recovery pursuant to any judgment (whether or not entered in accordance with the preceding clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt by the judgment creditor of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture. 
 Section 1.15    Legal
Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, Repayment Date or at Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repayment Date or Maturity, as the case may be. 
 Section 1.16    Force Majeure. The Trustee will not 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 strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances. 
 Section 1.17    Waiver
of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE OR THE SECURITIES. 
  

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 ARTICLE II 
 SECURITY FORMS 
 Section 2.01    Forms Generally. The Securities of
each series shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon, as may be required to comply with the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the
text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. 
 The
definitive Securities, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange, all as
determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 Section 2.02    Forms of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to any Board Resolution, or established in one or more indentures supplemental hereto.
Prior to the delivery to the Trustee for authentication of any Security in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee a copy of such Board Resolution, together with a true and correct copy of the
form of Security which has been approved thereby, or, if a Board Resolution authorizes a specific officer or officers to approve a form of Security, together with a certificate of such officer or officers approving the form of Security attached
thereto; provided, however, that with respect to all Securities issued pursuant to the same Board Resolution, the required copy of such Board Resolution, together with the appropriate attachment, need be delivered only once. Any form of Security
approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities in that form or by a certificate signed by a Responsible Officer of the
Trustee and delivered to the Company. 
 Section 2.03    Securities in Global Form. If Securities of a series
are issuable in whole or in part in global form, the global security representing such Securities may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional Securities. Any endorsement of a Security in global form to reflect the amount
(or any increase or decrease in the amount) of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Authentication Order delivered to the Trustee pursuant to
Section 3.03. 
  

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 Section 2.04    Form of Trustee’s Certificate of Authentication. The
form of Trustee’s Certificate of Authentication for any Security issued pursuant to this Indenture shall be substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture. 
  

			
	 The Bank of New York Mellon Trust
 Company,
N.A., as Trustee,

		
	By:	 	 
		 	Authorized Signatory


 ARTICLE III 
 THE SECURITIES 
 Section 3.01    General Title;
General Limitations; Issuable in Series; Terms of Particular Series. The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited. 
 The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors.
All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or
Scheduled Maturity Date thereof. 
 Each series of Securities shall be created either by or pursuant to one or more Board Resolutions or by
one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall
establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable): 
 (1) the title of such series; 
 (2) the limit, if any, upon the aggregate principal amount or issue price of the
Securities of such series; 
 (3) the issue date or issue dates of the Securities of such series; 
 (4) the Scheduled Maturity Date of the Securities of such series; 
  

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 (5) the place or places where the principal, premium, if any, interest, if any, and
additional amounts, if any, payable with respect to the Securities of such series shall be payable; 
 (6) whether the
Securities of such series will be issued at par or at a premium over or a discount from their face amount; 
 (7) the rate or
rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined; 
 (8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the
Interest Payment Dates on which such interest shall be payable; 
 (9) the rights, if any, to defer payments of interest on
the Securities by extending the interest payment periods and the duration of such extension; 
 (10) the period or periods
within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which, the Securities of such series may be redeemed or repaid, in whole or in part, by the Company; 
 (11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking
fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms
and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation; 
 (12) whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which
interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05); 
 (13) whether such Securities are Subordinated Securities and if so, the provisions for such subordination if other than the provisions set
forth in Article XIII; 
 (14) the denominations in which the Securities of such series will be issued (which may be any
denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an integral multiple thereof; 
  

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 (15) whether and under what circumstances additional amounts on the Securities of such
series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts; 
 (16) the basis upon which interest shall be calculated; 
 (17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions; 
 (18) whether the Securities of such series are exchangeable or convertible, at the option of the Holders thereof or otherwise, for or into
new Securities of a different series or for or into any other securities which may include shares of capital stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such
shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company; 
 (19) if other than U.S.
dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any,
or additional amounts, if any, payable with respect to such Securities shall or may be payable; 
 (20) if the principal,
premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of
the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made; 
 (21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more
Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined; 
 (22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same
aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both; 
  

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 (23) the appointment by the Trustee of an Authenticating Agent in one or more places
other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series; 
 (24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with
respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein; 
 (25)
the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that 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; 
 (26) any Event of Default with respect to the Securities of such series, if not set forth
herein, or any modification of any Event of Default set forth herein with respect to such series; 
 (27) any covenant solely
for the benefit of the Securities of such series; 
 (28) the applicability or inapplicability of Section 4.02 and
Section 4.03 of this Indenture to the Securities of such series and, if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and 
 (29) any other terms not inconsistent with the provisions of this Indenture. 
 If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the
Officers’ Certificate and Opinion of Counsel required by Section 3.03 at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the
first such Security. 
 If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by
the officer or officers authorized by such Board Resolution of an Authentication Order with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of
the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an
Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been
authorized to establish such series pursuant to the aforementioned Board Resolution. 
  

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 Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such
series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial
interest accrual date and the amount of the first interest payment. 
 The form of the Securities of each series shall be established in a
supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized
representative or representatives may determine. 
 Unless otherwise provided with respect to Securities of a particular series, the
Securities of any series may only be issuable in registered form, without coupons. 
 Section 3.02    Denominations and Currency. The Securities of each series shall be issuable in such denominations and currency as shall be provided in the provisions of this Indenture or by or pursuant to the
Board Resolution or supplemental indenture creating such series. In the absence of any such provisions with respect to the Securities of any series, the Securities of that series shall be issuable only in fully registered form in denominations of
U.S. $1,000 and any integral multiple thereof. 
 Section 3.03    Execution, Authentication and Delivery, and
Dating. The Securities shall be executed on behalf of the Company by any two of the President and Chief Executive Officer, the Chief Financial Officer, any Executive Vice President, any Vice President, the Secretary and any Assistant Secretary
of the Company. The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been
duly authenticated and delivered by the Trustee. 
 Unless otherwise provided in the form of Security for any series, all Securities shall be
dated the date of their authentication. 
 Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such
Securities. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities to
the Trustee for authentication, together with a Company Order for authentication and delivery (such Order, an “Authentication Order”) with respect to such Securities, and the Trustee shall, upon receipt of such Authentication Order,
in accordance with procedures acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions hereof, authenticate and deliver such Securities to such recipients as may be specified from time to time pursuant to such
Authentication Order. The material terms of such Securities shall be determinable by reference to such Authentication Order and procedures. If provided for in such procedures, 
  

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 such Authentication Order may authorize authentication and delivery of such Securities pursuant to oral instructions from
the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee
shall be entitled to receive, and (subject to the provisions of Section 6.01) shall be fully protected in relying upon: 
 (a) an executed supplemental indenture, if any; 
 (b) an Officers’ Certificate, certifying as to the authorized
form or forms and terms of such Securities; and 
 (c) an Opinion of Counsel, stating that: 
 (i) the form or forms and terms of such Securities have been established by and in conformity with the provisions of this Indenture;
provided that if all such Securities are not to be issued at the same time, such Opinion of Counsel may state that such terms will be established in conformity with the provisions of this Indenture, subject to any conditions specified in such
Opinion of Counsel; and 
 (ii) such Securities, when authenticated and delivered by the Trustee and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium,
reorganization, and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general principles of equity; provided, however, that if all Securities issuable by or pursuant to a Board
Resolution or supplemental indenture are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this paragraph at or prior to the time of
authentication of each such Security if such documents are delivered at or prior to the time of authentication upon original issuance of the first such Security to be issued. After the original issuance of the first such Security to be issued, any
separate request by the Company that the Trustee authenticate such Securities for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this Indenture relating to
the authentication and delivery of such Securities. 
 The Trustee shall not be required to authenticate such Securities if the issue thereof
will adversely affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture. 
 If the Company shall
establish pursuant to Section 3.01 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall (in accordance with this Section 3.03 and the Authentication Order with
respect to such series) authenticate and deliver, one or more Securities in global form that 
  

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 (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such one or more Securities in global form, (ii) shall be registered in the name of the Depositary for such Security or Securities in global form, or in the name of a nominee of such
Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction, and (iv) shall bear a legend substantially as follows: 
 “Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary, or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” 
 Each Depositary designated pursuant to Section 3.01 for a Security in global form must, at the time of its designation and at all times while it serves as
Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. 
 No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by
manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 
 Section 3.04    Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may
execute, and, upon receipt of the documents required by Sections 2.02, 3.01 and 3.03, together with an Authentication Order, the Trustee shall authenticate and deliver, temporary Securities of such series that are printed, lithographed, typewritten,
mimeographed, or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued in registered form, without coupons, 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. In the case of Securities of any series for which a temporary Security may be issued in global form,
such temporary global security shall represent all of the Outstanding Securities of such series. 
 Except in the case of temporary
Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities of such series shall be exchangeable, at the Corporate Trust Office of the Trustee or at such other office or agency as may be maintained by the Company in a Place of Payment
pursuant to Section 10.02, for definitive Securities of such series having identical terms and provisions, upon surrender of the temporary Securities of such series, at the Company’s own expense and without charge to the Holder; and upon
surrender for 
  

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 cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such series in authorized denominations containing identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with
respect to a temporary Security in global form, until so exchanged, the temporary Securities of such series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
 Section 3.05    Registration, Transfer and Exchange. With respect to the Securities of each series, the Security
Registrar shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with
information to be provided to the Security Registrar by the Company, subject to such reasonable regulations as the Security Registrar may prescribe. Such register shall be in written form or in any other form capable of being converted into written
form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection at the Corporate Trust Office or at such other office or agency to be maintained by the Company pursuant
to Section 10.02. 
 Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office or
at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02, 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 such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date. 
 Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form
representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary, or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, 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 Securityholder making the exchange is
entitled to receive. 
 If at any time the Depositary for the Securities of a series represented by one or more Securities in global form
notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03, the Company, by
Company Order, shall appoint a successor Depositary with respect to the Securities of 
  

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 such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with
respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of
such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such
Security or Securities in global form. 
 The Company may at any time and in its sole discretion and subject to the procedures of the
Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an
Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in
aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. 
 If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of
Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:

 (a) to each Person specified by such Depositary, a new definitive Security or Securities of the same series and of the same tenor and
terms, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Security in global form; and 
 (b) to such Depositary, a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of
the definitive Securities delivered to Holders pursuant to clause (a) above. 
 Upon the exchange of a Security in global form for
Securities in definitive form, such Security in global form shall be canceled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 3.05
shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the
Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. 
  

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 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 transfer or exchange.

 Every Security presented or surrendered for registration of transfer, exchange, redemption or payment shall (if so required by the Company
or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. 
 Unless otherwise provided in the Security to be transferred or exchanged, no service charge shall be imposed for any registration of transfer or exchange
of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other
than exchanges pursuant to Sections 3.04, 3.06, 9.06 and 11.07 not involving any transfer. 
 The Company shall not be required to
(i) issue, register the transfer of, or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for
redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part except, in the case of any Security to
be redeemed in part, the portion thereof not to be redeemed. 
 Section 3.06    Mutilated, Destroyed, Lost and
Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each 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 may
in its discretion execute and upon request of the Company the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, terms, series, Scheduled
Maturity Date, and principal amount, bearing a number not contemporaneously outstanding. 
  

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 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security
under this Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 
 Every new Security issued pursuant to this Section 3.06 in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series duly issued hereunder. 
 The provisions of this Section 3.06 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. Interest on any Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall, if so provided in such Security, 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
applicable Record Date, notwithstanding any transfer or exchange of such Security subsequent to such Record Date and prior to such Interest Payment Date (unless such Interest Payment Date is also the date of Maturity of such Security). 

Any interest on any Security 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 registered Holder on the applicable Record Date by virtue of his having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (a) or clause (b) below: 
 (a) The Company may elect to make
payment of any Defaulted Interest to the Persons in whose names any such Securities (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 such Security and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not

  

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 more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of each such Security at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (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 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. 
 Interest on Securities of any series that bear interest may be paid by mailing a check to the address of the Person entitled thereto at such address as shall appear in the Security Register for such series or by such
other means as may be specified in the form of such Security. 
 Subject to the foregoing provisions of this Section 3.07 and the
provisions of Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security. 
 Section 3.08    Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered on the applicable Record Date(s) as the owner of such Security for the purpose
of receiving payment of principal, premium, if any, interest, if any (subject to Sections 3.05 and 3.07), and any additional amounts payable with respect to 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. 
 None of the Company, the Trustee, any Authenticating Agent, any Paying Agent, the Security Registrar, or any Co-Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests and each of them may act or refrain from acting without liability on any
information relating to such records provided by the Depositary. 
  

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 Section 3.09    Cancellation. All Securities surrendered for payment,
redemption, registration of transfer, exchange, or credit against a sinking or analogous fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The
Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled
by the Trustee. Acquisition of such Securities by the Company shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. No Security
shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.09, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its
customary procedures and deliver a certificate of such disposition to the Company. 
 Section 3.10    Computation
of Interest. Unless otherwise provided as contemplated in Section 3.01, interest on the Securities shall be calculated on the basis of a 360-day year of twelve 30-day months. 
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
 Section 4.01    Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect
to any series of Securities (except as to any surviving rights of conversion or transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 
 (a) either: 
 (i) all Securities of that series theretofore authenticated and delivered (other than
(A) Securities of such series which have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.06, and (B) Securities of such series for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 4.07) have been delivered to the Trustee canceled or for cancellation; or 
 (ii) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation, 
 (A) have become due and payable, or 
 (B) will, in accordance with their Scheduled Maturity Date, become due and payable within one year, or 
  

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 (C) are to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and, in any of the
cases described in subparagraphs (A), (B), or (C) above, the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, (x) an amount in money sufficient, (y) U.S. Government
Obligations or Equivalent Government Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money sufficient, or
(z) a combination of (x) and (y) sufficient, in the opinion with respect to (y) and (z) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee,
to pay and discharge the entire indebtedness on such Securities with respect to principal, premium, if any, and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Scheduled Maturity
Date or Redemption Date, as the case may be; provided, however, that if such U.S. Government Obligations or Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S.
Government Obligations, and Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any
time prior to the Scheduled Maturity Date or Redemption Date, as the case may be. The Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision; and 
 (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and

 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company under paragraph (a) of this Section 4.01 and its obligations to the
Trustee with respect to that series under Section 6.07 shall survive, and the obligations of the Trustee under Sections 4.05, 4.07 and 10.03 shall survive. 
 Section 4.02    Discharge and Defeasance. The provisions of this Section 4.02 and Section 4.04 (insofar as relating to this Section 4.02) shall apply to the Securities of
each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In addition to discharge of this Indenture pursuant to Section 4.01, in the case of any series of
Securities with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at 

  

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the time of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have paid and discharged the entire indebtedness on all
the Securities of such a series as provided in this Section 4.02 on and after the date the conditions set forth in Section 4.04 are satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no
longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of
Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.04, payments of principal thereof, premium, if any, and interest, if any, thereon upon the original stated due dates or upon the
Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee
hereunder, (v) this Section 4.02, Section 4.07, Section 10.02 and Section 10.03 and (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them) (hereinafter called “Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same. 
 Section 4.03    Covenant Defeasance. The provisions of this Section 4.03 and Section 4.04 (insofar as relating
to this Section 4.03) shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In the case of any series of Securities
with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph (a), (i) the Company shall be released from its obligations
under any covenants specified in or pursuant to Section 3.01 as being subject to Covenant Defeasance with respect to such series (except as to (a) rights of registration of transfer and exchange of Securities of such series and rights
under Section 4.07, Section 10.02 and Section 10.03, (b) substitution of mutilated, destroyed, lost or stolen Securities of such series, (c) rights of Holders of Securities of such series to receive, from the Company
pursuant to Section 10.01, payments of principal thereof and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of
such series to receive mandatory sinking fund payments, if any, (d) the rights, obligations, duties and immunities of the Trustee hereunder and (e) the rights of the Holders of Securities of such series as beneficiaries hereof with respect
to the property so deposited with the Trustee payable to all or any of them), and (ii) the occurrence of any event specified in Section 5.01(d) (with respect to any of the covenants specified in or pursuant to Section 3.01 as being
subject to Covenant Defeasance with respect to such series) shall be deemed not to be or result in a default or an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section 4.03 on and
after the date the conditions set forth in Section 4.04 are satisfied (hereinafter called “Covenant Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same.
For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant (to the extent so specified in the case of
Section 5.01(d)), whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, but the remainder of
this Indenture and the Securities of such series shall be unaffected thereby. 
  

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 Section 4.04    Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 4.02 or Section 4.03 to the Outstanding Securities: 
 (a) with
reference to Section 4.02 or Section 4.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the
Holders of Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) of, premium, if any, and interest on, the Outstanding Securities
of such series on the dates such installments of interest, premium or principal are due, including upon redemption; provided, however, that if such U.S. Government Obligations and Equivalent Government Securities are callable or redeemable at the
option of the issuer thereof, the amount of such money, U.S. Government Obligations, and/or Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if the issuer
of any such U.S. Government Obligations or Equivalent Government Securities elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date of such Securities, as the case may be. The
Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision; 
 (b) in the case of Defeasance
under Section 4.02, the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date
hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, Defeasance and
discharge had not occurred; 
 (c) in the case of Covenant Defeasance under Section 4.03, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and
will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and Covenant Defeasance had not occurred; 
  

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 (d) no Event of Default or event which, with 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 on the date of such deposit, after giving effect to such deposit or, in the case of a Defeasance under Section 4.02, no Event of Default specified in
Section 5.01(e) or Section 5.01(f) shall have occurred, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 
 (e) such Defeasance or Covenant Defeasance will not cause the Trustee to have a conflicting interest within the meaning of the TIA, assuming all Securities of a series were in default within the meaning of the TIA;

 (f) such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any agreement or
instrument to which the Company is a party or by which it is bound; 
 (g) such Defeasance or Covenant Defeasance will not result in the
trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; 
 (h) if the Securities of such series are to be redeemed prior to their Stated Maturity Date (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; and 
 (i) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to such Defeasance or Covenant
Defeasance, as the case may be, have been complied with. 
 Section 4.05    Application of Trust Money; Excess
Funds. All money and U.S. Government Obligations or Equivalent Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 4.01 or Section 4.04 shall be held in trust and applied by it, in
accordance with the provisions of this Indenture and of the series of Securities in respect of which it was deposited, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), as the Trustee
may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law. 
  

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 The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or U.S. Government Obligations or Equivalent Government Securities deposited pursuant to Section 4.01 or Section 4.04 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 the Outstanding Securities. 
 Anything in this Article IV 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. Governmental Obligations or Equivalent Government Securities held by it as provided in Section 4.01 or Section 4.04
which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 4.01 or Section 4.04, as applicable), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent satisfaction and discharge, Covenant Defeasance or Defeasance of the applicable series.

 Section 4.06    Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect
to such moneys. 
 Section 4.07    Return of Unclaimed Amounts. Any amounts deposited with or paid to the
Trustee or any Paying Agent or then held by the Company, in trust for payment of the principal of, premium, if any, or interest, if any, on the Securities and not applied but remaining unclaimed by the Holders of such Securities for two years after
the date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law, be repaid to the Company by the Trustee on Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of any of such Securities shall thereafter look only to the Company for any
payment which such Holder may be entitled to collect, unless applicable escheat or abandoned or unclaimed property law designates another Person, 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. 
 ARTICLE V 
 REMEDIES 
 Section 5.01    Events of Default. “Event of Default”, wherever used herein, means with respect to any series of Securities any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event
is either inapplicable to a particular series or it is specifically deleted or modified in the manner contemplated by Section 3.01: 
  

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 (a) default in the payment of any interest on any Security of such 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 amount of (or premium, if
any, on) any Security of such series as and when the same shall become due, either at Maturity, upon redemption, by declaration, or otherwise; or 
 (c) default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of such series and continuance of such default for a period of 30 days; or 
 (d) default in the performance or breach of any covenant or warranty of the Company in this Indenture in respect of the Securities of such series (other
than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section 5.01 specifically dealt with), and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority of the principal amount of the Outstanding Securities of such
series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (e) the entry of an order for relief against the Company under the Federal Bankruptcy Code by a court of competent jurisdiction or a decree or order by a
court of competent jurisdiction adjudging the Company bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a 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 unstayed and in effect for a period of 90 consecutive days; or 
 (f) the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or 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 for with respect to the Securities of such series in accordance with Section 3.01. 
  

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 A default under any indebtedness of the Company other than the Securities will not constitute an Event of
Default under this Indenture, and a default under one series of Securities will not constitute a default under any other series of Securities. 
 Section 5.02    Acceleration of Maturity; Rescission, and Annulment. If any Event of Default described in Section 5.01 above (other than Event of Default described in Section 5.01(e) and
Section 5.01(f)) shall have occurred and be continuing with respect to any series of Securities, then and in each and every such case, unless the principal of all the Securities of such series shall have already become due and payable, either
the Trustee or the Holders of not less than a majority in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal
amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of such series and any and all accrued interest thereon
to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default
specified in Section 5.01(e) or Section 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or other act on
the part of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no
declaration of acceleration by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of
Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing with respect to more than one series of Securities, and whether or not any Holders of the Securities of any such
affected series shall also be Holders of Securities of any other such affected series. 
 At any time after such a declaration of
acceleration has been made with respect to the Securities of any series and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with respect to such series of
Securities, other than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, have been cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any
judgment or decree set forth in Section 5.01(e) and Section 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have
been paid. 
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 
  

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 Section 5.03    Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if: 
 (a) default is made in the payment of any installment of interest on any Security of any series
when such interest becomes due and payable, or 
 (b) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, or 
 (c) default is made in the payment of any sinking or purchase fund or analogous obligation when the
same becomes due by the terms of the Securities of any series, and 
 (d) any such default continues for any period of grace provided in
relation to such default pursuant to Section 5.01, then, with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security (or the Holders of any such
series in the case of clause (c) above), the whole amount then due and payable on any such Security (or on the Securities of any such series in the case of clause (c) above) for principal (and premium, if any) and interest, if any, with
interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest, if any, at such rate or rates as may be prescribed therefor by the terms
of any such Security (or of Securities of any such series in the case of clause (c) above); 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 and all other amounts due the Trustee under Section 6.07. 
 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 of such series and collect the money adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 
 If an Event of Default
with respect to any series of Securities 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 the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Company or any other obligor 
  

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upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceedings or otherwise, 
 (a) to file and prove a claim for the whole amount of principal (or, with
respect to Original Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities), premium, if any, and interest, if any, owing and unpaid in respect of the Securities, and to file such other papers
or documents as may be necessary and advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and all other amounts due
the Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceedings, and 
 (b) to collect and receive any
moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each
Securityholder 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 Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee and its agent and counsel, and any other amounts due the Trustee under Section 6.07. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder 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 Securityholder in any such proceeding. 
 Section 5.05    Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities of any series may be prosecuted and enforced by the Trustee
without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, be for the ratable benefit of the Holders of the Securities of the series in
respect of which such judgment has been recovered. 
 Section 5.06    Application of Money Collected. Any
money collected by the Trustee with respect to a series of Securities pursuant to this Article V shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of
principal, premium, if any, or interest, if any, upon presentation of the Securities of such series and the notation thereon of the payment, if only partially paid, and upon surrender thereof, if fully paid: 
  

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 First: To the payment of all amounts due the Trustee under Section 6.07. 
 Second: To the payment of the amounts then due and unpaid upon the Securities of that series for principal, premium, if any, interest, if any, and
additional amounts, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind. 
 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 Securities of such series; 
 (b) the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with
such request; 
 (d) the Trustee for 60 days after its receipt of such notice, request, and offer of indemnity has failed to institute any
such proceeding; and 
 (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by
the Holders of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more Holders of Securities of such series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such series, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series. 
 Section 5.08    Unconditional Right of Securityholders to Receive Principal, Premium, and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal, premium, if any, and (subject to Section 3.07) interest, if any, (and additional amounts, if any) on such Security on or after the respective
payment dates expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment on or after such respective date, and
such right shall not be impaired or affected without the consent of such Holder. 
  

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 Section 5.09    Restoration of Rights and Remedies. If the Trustee or any
Securityholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Company, the Trustee and the Securityholders
shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though no such
proceeding had been instituted. 
 Section 5.10    Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right
or remedy. 
 Section 5.11    Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Article V or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case may be. 
 Section 5.12    Control by Securityholders. The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series,
provided that, 
 (a) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability
or be unjustly prejudicial to the Holders not taking part in such direction, and 
 (b) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction. 
  

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 Section 5.13    Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may, on behalf of the Holders of all the Securities of such series, waive any past default hereunder with respect to such series and its consequences, except a default not
theretofore cured: 
 (a) in the payment of principal, premium, if any, or interest, if any, on any Security of such series, or in the
payment of any sinking or purchase fund or analogous obligation with respect to the Securities of such series, or 
 (b) in respect of a
covenant or provision in this Indenture which, under Article IX, cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series. 
 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. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series to which the suit relates, or to any suit instituted by any Securityholder for the enforcement of the payment of principal, premium, if any, or interest, if any, on any Security on or after the
respective payment dates expressed in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date). 
 Section 5.15    Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law (other than any bankruptcy law) wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted. 
  

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 ARTICLE VI 
 THE TRUSTEE 
 Section 6.01    Certain Duties and Responsibilities of
Trustee. 
 (a) Except during the continuance of an Event of Default with respect to any series of Securities, 
 (i) 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; and 
 (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in
the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements
of this Indenture. 
 (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 man would exercise or use under the circumstances
in the conduct of his own affairs. 
 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful misconduct, except that 
 (i) this Subsection shall
not be construed to limit the effect of Subsection (a) of this Section 6.01; 
 (ii) the Trustee shall not be liable
for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in principal amount of the Outstanding Securities of any series relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee with respect to the
Securities of such series, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 
  

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 (iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 
 (d) The Trustee shall not be charged with knowledge of any
default or Event of Default with respect to the Securities unless either (i) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default
shall have been received by a Responsible Officer of the Trustee and such notice references the Securities and this Indenture. 
 (e) 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 6.01. 
 Section 6.02    Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to
Securities of any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case of a default in the payment of the principal, premium, if any, or interest, if any, on any Security of such series or in the payment of any sinking or purchase fund installment or
analogous obligation with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers
of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series; and provided, further, that, in the case of any default of the character specified in Section 5.01(d) with
respect to Securities of such series, no such notice to Securityholders of such series shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section 6.02, the term “default”, with respect to
Securities of any series, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
 Section 6.03    Certain Rights of Trustee. Except as otherwise provided in Section 6.01 above: 
 (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any request, direction or order of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

  

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 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’
Certificate; 
 (d) the Trustee may consult with counsel of its selection, and the advice of such counsel or any written opinion of such
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 Securityholders pursuant to this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 
 (g) the Trustee may require an Officers’ Certificate or an Opinion of Counsel before taking any action or refraining from taking any action under
this Indenture, and it shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel; 
 (h) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it hereunder; 
 (i) the Trustee shall not be liable for any
action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; 
 (j) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and

 (k) the rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder. 
 Section 6.04    Not
Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

 Section 6.05    May Hold Securities. The Trustee or any Paying Agent, Security Registrar, or 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, 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 with the Company.

  

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 Section 6.07    Compensation and Reimbursement. The Company covenants and
agrees 
 (a) to pay the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by
it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers
or duties hereunder. 
 Without prejudice to any other 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) and Section 5.01(f) above, such expenses (including the reasonable charges and expenses of its counsel) and 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 have a lien prior to the Securities upon all property and funds held or collected by it as such for any amount owing to it or any predecessor Trustee pursuant to this Section 6.07, except with respect to funds held in
trust for the benefit of the Holders of particular Securities. 
 The provisions of this Section 6.07 shall survive the satisfaction and
discharge of this Indenture. 
 Section 6.08    Disqualification; Conflicting Interests. If the Trustee has
or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such interest or resign as Trustee with respect to one or more series of Securities, 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 such 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. 
  

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 Section 6.09    Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder with respect to each series of Securities that shall be a corporation organized and doing business under the laws of the United States of America or of any State thereof or of the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance with the provisions of this Section 6.09, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article VI. Neither the Company nor any person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee hereunder.

 Section 6.10    Resignation and Removal; Appointment of Successor. (a) No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. 
 (b) The Trustee may resign with respect to any one or more series of Securities at any time by giving at least 60 days’ written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor Trustee. 
 (c) The Trustee may be removed with respect
to any series of Securities at any time by Act of the Holders of 66 2/3% in principal amount of the Outstanding Securities of
that series, delivered to the Trustee and to the Company. 
 (d) If at any time: 
 (i) the Trustee shall fail to comply with Section 6.08 above with respect to any series of Securities after written request therefor
by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least 6 months, or 
 (ii) the Trustee shall cease to be eligible under Section 6.09 above with respect to any series of Securities and shall fail to resign after written request therefor by the Company or by any such Securityholder, or 
 (iii) the Trustee shall become incapable of acting with respect to any series of Securities, or 
  

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 (iv) the Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (A) the Company may remove the Trustee with respect to the series or, in the case of clause (iv), with respect to all series, or
(B) subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of such series for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee with respect to the series or, in the case of clause (iv), with respect to all series. 
 (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any
series of Securities, or if a vacancy shall occur in the office of Trustee with respect to any series of Securities for any cause, the Company shall promptly appoint a successor Trustee for that series of Securities. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the Holders of 66 2/3% in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of
such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by
the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, any Securityholder who has been a bona fide Holder of a Security of that series for at least 6 months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 
 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal
Corporate Trust Office. 
 Section 6.11    Acceptance of Appointment by Successor. Every successor Trustee
appointed hereunder with respect to all series of Securities shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor
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 predecessor Trustee with respect to any such series; but, on request
of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor
Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder. 
  

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 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 predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which (1) shall contain such provisions as
shall be deemed necessary or desirable to transfer and to conform to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the
appointment of such successor Trustee relates, (2) if the predecessor 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 predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested in the predecessor Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; and, 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 with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible with respect to that series under
this Article VI. 
 Section 6.12    Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this Article VI, without the execution or filing of
any paper or any further act on the part of 

  

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any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor Trustee by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
 Section 6.13    Preferential Collection of Claims Against Company. If and when the Trustee shall be or shall become a
creditor of the Company (or of any other obligor upon the Securities), excluding any creditor relationship listed in Section 311(b) of the TIA, the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or against any such other obligor, as the case may be). 
 Section 6.14    Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, 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 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 an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.14, 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 6.14, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14. 
 Any corporation into
which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.14, without the execution or
filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  

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 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if
other than the Company, 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, if other than the Company, 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 6.14, the Trustee, with the approval of the Company, may appoint a
successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.14. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14.

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

					
	The Bank of New York Mellon Trust Company,
N.A., as Trustee
			
	By:	 	 	 	, as
		 	Authenticating Agent	 	
			
	By:	 	 	 	
		 	Authorized Signatory	 	


  

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 ARTICLE VII 
 SECURITYHOLDERS’ LISTS AND 
 REPORTS BY TRUSTEE AND COMPANY 
 Section 7.01    Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to
be furnished to the Trustee: 
 (a) semiannually, not more than 15 days after January 1 and July 1 in each year, in such form as
the Trustee may reasonably require, a list of the names and addresses of the Holders of Securities of each series as of such 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 that if the Trustee shall be the Security Registrar for such series, the lists referred to in clauses (a) and (b) shall not be required
to be furnished. 
 Section 7.02    Preservation of Information; Communications to Securityholders.
(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 
 (b) If three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate
with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture or under such Securities and is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either: 
 (i) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a), or 
 (ii) inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may be,
whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any,
specified in such application. 
  

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 If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with
Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such series or all Securityholders, as the case may be, or would be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining
one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all
Securityholders of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants
respecting their application. 
 (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee
that neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 7.02(b), regardless of the source from
which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b). 
 Section 7.03    Reports by Trustee. (a) The Trustee shall transmit to Holders such reports 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. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days
after each May 15 following the date of this Indenture, deliver to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, which complies with the provisions of such Section 313(a).

 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company as required by Trust Indenture Act Section 313(d). The Company will promptly notify the Trustee when any Securities are listed on any stock exchange. 
  

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 Section 7.04    Reports by Company. The Company will: 
 (a) file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a
security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided that any reports, information or documents described in this paragraph (a) that are filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system shall be deemed to have been filed with the Trustee; 
 (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
 (c) transmit by mail to
all Securityholders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to
paragraphs (a) and (b) of this Section 7.04 as may be required by rules and regulations prescribed from time to time by the Commission. 
 ARTICLE VIII 
 CONSOLIDATION, MERGER, 
 CONVEYANCE OR TRANSFER 
 Section 8.01    Company May
Consolidate, etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties and assets to any Person, unless: 
 (a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company shall be a corporation organized and existing under the laws of the United States of America or any State or the District of
Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the
Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; 
  

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 (b) immediately after giving effect to such transaction, no Event of Default, or event which, after
notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and 
 (c) the Company has
delivered to the Trustee an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article VIII complies with the provisions of this Article VIII.

 Section 8.02    Successor Corporation Substituted. Upon any consolidation or merger, or any conveyance or
transfer of all or substantially all of the properties and assets of the Company in accordance with Section 8.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance
or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein and the Company
shall thereupon be released from all obligations hereunder and under the Securities. Such successor corporation thereupon may cause to be signed and may issue any or all of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the execution hereof. 
 In case of any such consolidation, merger,
sale or conveyance, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 Section 9.01    Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any
Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form
satisfactory to the Trustee, for any of the following purposes: 
 (a) to evidence the succession of another corporation to the Company, or
successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article VIII; or 
  

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 (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the
protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon
the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely
for the benefit of one or more specified series); or 
 (c) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities
of any series in any material respect; or 
 (d) to add to this Indenture such provisions as may be expressly permitted by the TIA,
excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or 
 (e) to add guarantors or co-obligors with respect to any series of Securities; or 
 (f) to secure any series of Securities; or 
 (g) to establish any form of Security, as provided in Article II, and to provide for the issuance of any series of Securities, as provided in Article III, and to set forth the terms thereof, and/or to add to the rights of the Holders of the
Securities of any series; or 
 (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee
hereunder with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to Section 6.11; or 
 (i) to add any additional Events of Default in respect of the Securities of any or all series (and if
such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or 
 (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or 
 (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such
Securities. 
  

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 Section 9.02    Supplemental Indentures With Consent of Securityholders.
With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture or indentures, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 
 (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal
amount thereof, or any amount of interest or premium payable thereon, or 
 (b) change the method of computing the amount of principal of any
Security or any interest payable thereon on any date, or change the coin or currency in which any Security or any payment of premium or interest thereon is payable, or 
 (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption
or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or 
 (d) change or waive the redemption or
repayment provisions of any series; or 
 (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences,
provided for in this Indenture; or 
 (f) modify any of the provisions of this Section 9.02 or Section 5.13, except to increase any
such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.02, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and
9.01(h); or 
 (g) adversely affect the ranking or priority of any series; or 
 (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with
the terms of this Indenture; or 
 (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or
Section 5.01(c) with respect to such Security. 
  

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 A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture
that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent approves the substance thereof. 
 Section 9.03    Execution of Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized
pursuant to this Article IX unless such supplemental indenture affects the Trustee’s own rights, powers, trusts, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX 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 Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. 
 Section 9.04    Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and the respective rights,
limitation of rights, duties, powers, trusts and immunities under this Indenture of the Trustee, the Company, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be determined, exercised and enforced
thereunder to the extent provided therein. 
 Section 9.05    Conformity With Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect. 
 Section 9.06    Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX 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 so modified as to conform, in the opinion of the
Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

  

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 ARTICLE X 
 COVENANTS 
 Section 10.01    Payment of Principal, Premium and
Interest. With respect to each series of Securities, the Company will duly and punctually pay or cause to be paid the principal, premium, if any, and interest, if any, on such Securities in accordance with their terms and this Indenture, and
will duly comply with all the other terms, agreements and conditions contained in this Indenture for the benefit of the Securities of such series. 
 Section 10.02    Maintenance of Office or Agency. So long as any of the Securities remain outstanding, the Company will maintain an office or agency in each Place of Payment where Securities may be presented
or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such 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 its agent to receive all such presentations, surrenders, notices and demands.

 Section 10.03    Money or Security Payments to Be Held in Trust. If the Company shall at any time act as
its own Paying Agent for any series of Securities, it will, on or before each due date of the principal, premium, if any, or interest, if any, on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of the
Securities of such series a sum sufficient to pay such principal, premium, or interest so becoming due until such sums shall be paid to such Holders of such Securities or otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due
date of the principal, premium, if any, or interest, if any, on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such principal, premium, or interest so becoming due, such sum to be held in trust for the benefit of
the Holders of the Securities entitled to the same and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action. 
 The Company will cause each Paying Agent other than the Trustee for any series of Securities 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 10.03, that such Paying Agent will 
 (a) hold all sums held by it for the payment of principal, premium, if
any, or interest, if any, on Securities of such series in trust for the benefit of the Holders of the Securities entitled thereto until such sums shall be paid to such Holders of such Securities or otherwise disposed of as herein provided;

  

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 (b) give the Trustee notice of any default by the Company (or any other obligor upon Securities of such
series) in the making of any such payment of principal, premium, if any, or interest, if any, on the Securities of such series; and 
 (c) at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
 The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series of Securities 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 in respect of each and every series of Securities as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the
Company in respect of all Securities, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money. 
 Section 10.04    Certificate to
Trustee. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company (beginning in 2009), an Officers’ Certificate, one of whose signatories shall be the Company’s principal executive,
accounting or financial officer, stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default by the Company in the performance of any of its covenants,
conditions or agreements contained herein (without regard to any period of grace or requirement of notice provided hereunder), stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the
signers have knowledge and the nature thereof. 
 Section 10.05    Corporate 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 existence. 
 ARTICLE XI 
 REDEMPTION OF SECURITIES 
 Section 11.01    Applicability of Article. The Company may reserve the right to redeem and pay before the Scheduled Maturity Date all or any part of the Securities of any series, either
by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security for such series established and approved pursuant to Section 2.02 and 2.03 or as otherwise provided in
Section 3.01, and on such terms as are specified in such form or in the indenture supplemental hereto with respect to Securities of such series as provided in Section 3.01. Redemption of Securities of any series shall be made in accordance
with the terms of such Securities and, to the extent that this Article XI does not conflict with such terms, the succeeding Sections of this Article XI. 
  

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 Section 11.02    Election to Redeem; Notice to Trustee. In case of any
redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series 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 or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction or condition. 
 Section 11.03    Selection by Trustee of Securities to be
Redeemed. If fewer than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such
series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, which may include provision for the selection for redemption of portions of the principal of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be equal
to the minimum authorized denomination of the Securities of such series, or an integral multiple thereof, and the principal amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series.

 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security
selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal of such Security 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 not fewer than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his or her address appearing in the Security Register on the applicable Record Date. 
 All notices of redemption shall state: 
 (1) the Redemption Date; 
  

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 (2) the Redemption Price, or if not then ascertainable, the manner of calculation
thereof; 
 (3) if fewer than all Outstanding Securities of any series are to be redeemed, the identification (and, in the
case of partial redemption, the respective principal amounts) of the Securities to be redeemed, from the Holder to whom the notice is given and that on and after the date fixed for redemption, upon surrender of such Security, a new Security or
Securities of the same series in the aggregate principal amount equal to the unredeemed portion thereof will be issued in accordance with Section 11.07; 
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest, if any,
thereon shall cease to accrue from and after said date; 
 (5) the place where such Securities are to be surrendered for
payment of the Redemption Price, which shall be the office or agency maintained by the Company in the Place of Payment pursuant to Section 10.02; and 
 (6) that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

 Section 11.05    Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of all the Securities
which are to be redeemed on that date. 
 Section 11.06    Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment
of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Securities for redemption in accordance with the notice, such Securities shall be paid by the Company at the Redemption Price. Any installment of interest
due and payable on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant Record Date according to the terms and the provisions of Section 3.07 above; unless, with respect to an
Interest Payment Date that falls on a Redemption Date, such Securities provide that interest due on such date is to be paid to the Person to whom principal is payable. 
  


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 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security. 
 Section 11.07    Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Company in the Place of Payment pursuant to
Section 10.02 with respect to that series (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 and at the expense of the Company, a new Security or Securities of the same
series, tenor, terms and Scheduled Maturity Date, 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.

 Section 11.08    Provisions with Respect to any Sinking Funds. Unless the form or terms of any series of
Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company may at its option (a) deliver to the Trustee for cancellation any
Securities of such series theretofore acquired by the Company, or (b) receive credit for any Securities of such series (not previously so credited) acquired or redeemed by the Company (other than through operation of a mandatory sinking fund)
and theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking fund Redemption Price with respect to Securities of such series, and
(ii) on or before the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers’ Certificate specifying the portions of such sinking
fund payment to be satisfied by payment of cash and by the delivery or credit of Securities of such series acquired or redeemed by the Company, and (B) such Securities, to the extent not previously surrendered. Such Officers’ Certificate
shall also state the basis for any such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were not acquired by the Company through operation of the mandatory sinking fund, if any,
provided with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities so delivered to the Trustee shall be canceled by the Trustee and no
Securities shall be authenticated in lieu thereof. 
 If the sinking fund payment or payments (mandatory or optional) with respect to any
series of Securities made in cash plus any unused balance of any preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided
by the terms of such series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption of Securities of such series
at the applicable sinking fund Redemption Price with respect to Securities of such series, together with accrued interest, 

  

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if any, to the date fixed for redemption, with the effect provided in Section 11.06. The Trustee shall select, in the manner provided in
Section 11.03, for redemption on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series for the sinking
fund to be given in the manner provided in Section 11.04 (and with the effect provided in Section 11.06) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated by the
Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 11.08. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption of particular Securities of
such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity. 
 On or before each sinking fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum
equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section 11.08. 
 The Trustee shall not redeem any Securities with sinking fund moneys or give any notice of redemption of Securities by operation of the applicable
sinking fund during the continuance of a default in payment of interest on Securities of such series or of any Event of Default with respect to such series, except that if the notice of redemption of any Securities shall theretofore have been mailed
in accordance with the provisions hereof, the Trustee shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article XI. Except as aforesaid, any
moneys in the sinking fund with respect to Securities of any series at the time when any such default or Event of Default with respect to such series shall occur, and any moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default with respect to such series, be held as security for the payment of all Securities of such series; provided, however, that in case such default or Event of Default with respect to such series shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys may be applied pursuant to the provisions of this Section 11.08. 
 ARTICLE XII 
 REPAYMENT AT OPTION OF
HOLDERS 
 Section 12.01    Applicability of Article. Repayment of Securities of any series before their
Scheduled Maturity Date at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this
Article XII. 
  

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 Section 12.02    Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest thereon accrued to the
Repayment Date specified in the terms of such Securities. On or before the Repayment Date, the Company will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Repayment Price of all the Securities which are to be repaid on such date. 
 Section 12.03    Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such
Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder, must be received by the
Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 30 days nor later than 15 days
prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of $1,000 unless otherwise
specified in the terms of such Security, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified.
The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part, if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by
the Holder shall be irrevocable unless waived by the Company. 
 Section 12.04    When Securities Presented for
Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article XII and as provided by the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default in the
payment of such Securities on such Repayment Date) interest on such Securities or the portions thereof, as the case may be, shall cease to accrue. 
 Section 12.05    Securities Repaid in Part. Upon surrender of any Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized denomination specified by the Holder, in an aggregate principal amount
equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 
  

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 ARTICLE XIII 
 SUBORDINATION OF SUBORDINATED SECURITIES 
 Section 13.01    Agreement to
Subordinate. The Company covenants and agrees, and each Holder of any Subordinated Security issued hereunder by his acceptance thereof, whether upon original issue or upon transfer or assignment, likewise covenants and agrees, that the principal
of (and premium, if any) and interest on each and all of the Subordinated Securities issued hereunder are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness. 
 Section 13.02    Payment on Dissolution, Liquidation or Reorganization; Default on Senior
Indebtedness. Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or
otherwise, all principal of (and premium, if any) and interest (including interest accruing after the commencement of any proceeding under any bankruptcy, insolvency, reorganization, or other similar law, whether or not allowed as a claim against
the Company in such proceeding) then due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money or money’s worth, before the Holders of the Subordinated Securities or the Trustee on their behalf shall
be entitled to receive any assets or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, junior to, or the
payment of which is subordinated at least to the extent provided in this Article XIII to the payment of, all Senior Indebtedness which may at the time be outstanding or any securities issued in respect thereof under any such plan of reorganization
or readjustment) in respect of the Subordinated Securities (for principal, premium or interest). Upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind
or character, whether in cash, property or securities (other than as aforesaid), to which the Holders of the Subordinated Securities or the Trustee on their behalf would be entitled, except for the provisions of this Article XIII, shall be made by
the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holders of Senior Indebtedness or their representatives to the extent necessary to pay all Senior
Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing, the Trustee or the Holder of any
Subordinated Security shall, under the circumstances described in the two preceding sentences, have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other
than as aforesaid) before all Senior Indebtedness is paid in full or payment thereof provided for in money or money’s worth, and if such fact shall then have been made known to the Trustee or, as the case may be, such Holder, then such payment
or distribution of assets or securities of the Company shall be paid over or delivered forthwith to the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making payment or distribution of assets or securities of the Company
for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness. 
  

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 Subject to the payment in full, in money or money’s worth, of all Senior Indebtedness, the Holders
of the Subordinated Securities (together with the holders of any indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness and which is not subordinate in right of payment to the
Subordinated Securities) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distribution of assets or securities of the Company applicable to Senior Indebtedness until the principal of (and premium, if
any) and interest on the Senior Indebtedness shall be paid in full. No such payments or distributions applicable to Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of
the Subordinated Securities, be deemed to be a payment by the Company to or on account of the Subordinated Securities, it being understood that the provisions of this Article XIII are and are intended solely for the purpose of defining the relative
rights of the Holders of the Subordinated Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article XIII or elsewhere in this Indenture or in the Subordinated Securities is intended to
or shall impair, as between the Company and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Subordinated Securities the principal of (and premium, if any) and
interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect (except to the extent specifically provided above in this paragraph) the relative rights of the Holders of the
Subordinated Securities and creditors of the Company other than the holders of Senior Indebtedness. Nothing contained herein shall prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article XIII, of the holders of Senior Indebtedness in respect of assets or securities of the Company of any kind or character, whether cash, property or
securities, received upon the exercise of any such remedy. 
 Upon any payment or distribution of assets or securities of the Company
referred to in this Article XIII, the Trustee and the Holders of the Subordinated Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization
proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee or to the Holders of the Subordinated Securities for
the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XIII. 
  

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 If: 
 (i) there shall have occurred a default in the payment on account of the principal of (or premium, if any) or interest on or other monetary amounts due and payable on any Senior Indebtedness, or 
 (ii) any other default shall have occurred concerning any Senior Indebtedness which permits the holder or holders thereof to accelerate
the maturity of such Senior Indebtedness following notice, the lapse of time, or both, or 
 (iii) during any time Senior
Indebtedness is outstanding, the principal of, and accrued interest on, any series of Subordinated Securities shall have been declared due and payable upon an Event of Default pursuant to Section 5.02 (and such declaration shall not have been
rescinded or annulled pursuant to this Indenture); 
 then, unless and until such default shall have been cured or waived or shall have ceased to exist, or
such declaration shall have been waived, rescinded or annulled, no payment shall be made by the Company on account of the principal (or premium, if any) or interest on the Subordinated Securities. 
 The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness
(or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness or
such representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article XIII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment or distribution. 
 Section 13.03    Payment
Prior to Dissolution or Default. Nothing contained in this Article XIII or elsewhere in this Indenture, or in any of the Subordinated Securities, shall prevent (a) the Company, at any time except under the conditions described in
Section 13.02 or during the pendency of any dissolution or winding up or total or partial liquidation or reorganization proceedings therein referred to, from making payments at any time of principal of (or premium, if any) or interest on
Subordinated Securities or from depositing with the Trustee or any Paying Agent moneys for such payments, or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it under this Indenture to the payment of or on
account of the principal of (or premium, if any) or interest on Subordinated Securities to the Holders entitled thereto if such payment would not have been prohibited by the provisions of Section 13.02 on the day such moneys were so deposited.

  

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 Notwithstanding the provisions of Section 13.01 or any other provision of this Indenture, the
Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or of the occurrence of any default with respect to Senior Indebtedness of the character described in Section 13.02, or of any other
facts which would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee shall have received, no later than three Business Days prior to such payment, written notice thereof from the
Company or from a holder of such Senior Indebtedness and the Trustee shall not be affected by any such notice which may be received by it on or after such third Business Day. 
 Section 13.04    Securityholders Authorize Trustee to Effectuate Subordination of Securities. Each Holder of Subordinated
Securities by his or her acceptance thereof authorizes and expressly directs the Trustee on his or her behalf to take such action in accordance with the terms of this Indenture as may be necessary or appropriate to effectuate the subordination
provisions contained in this Article XIII and to protect the rights of the Holders of Subordinated Securities pursuant to this Indenture, and appoints the Trustee his or her attorney-in-fact for such purpose. 
 Section 13.05    Right of Trustee to Hold Senior Indebtedness. The Trustee shall be entitled to all of the rights set
forth in this Article XIII in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as
such holder. 
 Section 13.06    Article XIII Not to Prevent Events of Default. The failure to make a payment
on account of principal of, premium, if any, or interest on the Subordinated Securities by reason of any provision of this Article XIII shall not be construed as preventing the occurrence of an Event of Default under Section 5.01 or an event
which with the giving of notice or lapse of time, or both, would become an Event of Default or in any way prevent the Holders of Subordinated Securities from exercising any right hereunder other than the right to receive payment on the Subordinated
Securities. 
 Section 13.07    No Fiduciary Duty of Trustee to Holders of Senior Indebtedness. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it shall in good faith mistakenly pay over or
distribute to the Holders of Subordinated Securities or the Company or any other Person, cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XIII or otherwise. Nothing in this
Section 13.07 shall affect the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or their representative. 
  

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 Section 13.08    Trustee’s Rights to Compensation, Reimbursement of
Expenses and Indemnification. The Trustee’s rights to compensation, reimbursement of expenses and indemnification under Section 6.07 are not subordinated. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and
year first above written. 
  

			
	EAGLE MATERIALS INC.
		
	By:	 	/s/ Steven R. Rowley
		 	Name: Steven R. Rowley
		 	Title: President and Chief Executive Officer


  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee
		
	By:	 	/s/ Julie Hoffman-Ramos
		 	Name: Julie Hoffman-Ramos
		 	Title: Assistant Treasurer


 Signature Page to Indenture