Form of Senior Debt Indenture


Table of Contents


 Exhibit 4.1 
  
  
  
 NOMURA HOLDINGS, INC.

 Issuer 
 TO 
 DEUTSCHE BANK TRUST COMPANY AMERICAS 
 Trustee 
  
  
  
 Senior Debt Indenture 
 Dated as of
[            ], 2010 
  
  

 
  
  
  






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 Nomura Holdings, Inc. 
 Certain Sections of this Indenture relating to Sections 310 through 318, 
 inclusive, of the Trust Indenture Act of 1939: 
  

					
	Trust Indenture	  	 
	 Act Section
	  	Indenture Section
	§ 310	 	 (a)(1)
	  	609
		 	 (a)(2)
	  	609
		 	 (a)(3)
	  	Not Applicable
		 	 (a)(4)
	  	Not Applicable
		 	 (b)
	  	608
		 		  	610
	§ 311	 	 (a)
	  	613
		 	 (b)
	  	613
	§ 312	 	 (a)
	  	701
		 		  	702
		 	 (b)
	  	702
		 	 (c)
	  	702
	§ 313	 	 (a)
	  	703
		 	 (b)
	  	703
		 	 (c)
	  	703
		 	 (d)
	  	703
	§ 314	 	 (a)
	  	704
		 	 (a)(4)
	  	102
		 		  	1004
		 	 (b)
	  	Not Applicable
		 	 (c)(1)
	  	102
		 	 (c)(2)
	  	102
		 	 (c)(3)
	  	Not Applicable
		 	 (d)
	  	Not Applicable
		 	 (e)
	  	102
	§ 315	 	 (a)
	  	601
		 	 (b)
	  	602
		 	 (c)
	  	601
		 	 (d)
	  	601
		 	 (e)
	  	514
	§ 316	 	 (a)
	  	101
		 	 (a)(1)(A)
	  	502
		 		  	512
		 	 (a)(1)(B)
	  	513
		 	 (a)(2)
	  	Not Applicable
		 	 (b)
	  	508
		 	 (c)
	  	104
	§ 317	 	 (a)(1)
	  	503
		 	 (a)(2)
	  	504
		 	 (b)
	  	1003
	§ 318	 	 (a)
	  	107

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






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 TABLE OF CONTENTS 
  

			
	 	  	Page
	 PARTIES
	  	1
	 RECITALS OF THE COMPANY
	  	1

 ARTICLE ONE 
 DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 
  

					
	Section 101.	  	Definitions.	  	1
	Section 102.	  	Compliance Certificates and Opinions.	  	6
	Section 103.	  	Form of Documents Delivered to Trustee.	  	6
	Section 104.	  	Acts of Holders; Record Dates.	  	6
	Section 105.	  	Notices, Etc., to Trustee and Company.	  	8
	Section 106.	  	Notice to Holders; Waiver.	  	8
	Section 107.	  	Conflict with Trust Indenture Act.	  	9
	Section 108.	  	Effect of Headings and Table of Contents.	  	9
	Section 109.	  	Successors and Assigns.	  	9
	Section 110.	  	Separability Clause.	  	9
	Section 111.	  	Benefits of Indenture.	  	9
	Section 112.	  	Governing Law.	  	9
	Section 113.	  	Legal Holidays.	  	9
	Section 114.	  	Waiver of Jury Trial.	  	10
	Section 115.	  	Force Majeure.	  	10
	Section 116.	  	Submission to Jurisdiction.	  	10
	Section 117.	  	USA Patriot Act.	  	10

 ARTICLE TWO 

SECURITY FORMS 
  

					
	Section 201.	  	Forms Generally.	  	11
	Section 202.	  	Form of Face of Security.	  	11
	Section 203.	  	Form of Reverse of Security.	  	13
	Section 204.	  	Form of Legends.	  	16
	Section 205.	  	Form of Trustee’s Certificate of Authentication.	  	17

 ARTICLE THREE 

THE SECURITIES 
  

					
	Section 301.	  	Amount Unlimited; Issuable in Series.	  	17
	Section 302.	  	Denominations.	  	20
	Section 303.	  	Execution, Authentication, Delivery and Dating.	  	20
	Section 304.	  	Temporary Securities.	  	21
	Section 305.	  	Registration, Registration of Transfer and Exchange.	  	21
	Section 306.	  	Mutilated, Destroyed, Lost and Stolen Securities.	  	23
	Section 307.	  	Payment of Interest; Interest Rights Preserved.	  	23
	Section 308.	  	Persons Deemed Owners.	  	24

  

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	 	  	 	  	Page
	Section 309.	  	Cancellation.	  	24
	Section 310.	  	Computation of Interest.	  	25
	Section 311.	  	CUSIP and ISIN Numbers	  	25
	Section 312.	  	Japanese Withholding Tax.	  	25

 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 
  

					
	Section 401.	  	Satisfaction and Discharge of Indenture.	  	26
	Section 402.	  	Application of Trust Money.	  	26

 ARTICLE FIVE 

REMEDIES 
  

					
	Section 501.	  	Events of Default.	  	27
	Section 502.	  	Acceleration of Maturity; Rescission and Annulment.	  	28
	Section 503.	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	29
	Section 504.	  	Trustee May File Proofs of Claim.	  	29
	Section 505.	  	Trustee May Enforce Claims Without Possession of Securities.	  	29
	Section 506.	  	Application of Money Collected.	  	30
	Section 507.	  	Limitation on Suits.	  	30
	Section 508.	  	Unconditional Right of Holders to Receive Principal, Premium and Interest.	  	30
	Section 509.	  	Restoration of Rights and Remedies.	  	30
	Section 510.	  	Rights and Remedies Cumulative.	  	31
	Section 511.	  	Delay or Omission Not Waiver.	  	31
	Section 512.	  	Control by Holders.	  	31
	Section 513.	  	Waiver of Past Defaults.	  	31
	Section 514.	  	Undertaking for Costs.	  	31
	Section 515.	  	Waiver of Usury, Stay or Extension Laws.	  	32

 ARTICLE SIX 

THE TRUSTEE 
  

					
	Section 601.	  	Certain Duties and Responsibilities.	  	32
	Section 602.	  	Notice of Defaults.	  	32
	Section 603.	  	Certain Rights of Trustee.	  	32
	Section 604.	  	Not Responsible for Recitals or Issuance of Securities.	  	33
	Section 605.	  	May Hold Securities.	  	33
	Section 606.	  	Money Held in Trust.	  	33
	Section 607.	  	Compensation and Reimbursement.	  	33
	Section 608.	  	Conflicting Interests.	  	34
	Section 609.	  	Corporate Trustee Required; Eligibility.	  	34
	Section 610.	  	Resignation and Removal; Appointment of Successor.	  	34
	Section 611.	  	Acceptance of Appointment by Successor.	  	35
	Section 612.	  	Merger, Conversion, Consolidation or Succession to Business.	  	36
	Section 613.	  	Preferential Collection of Claims Against Company.	  	36

  

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 ARTICLE SEVEN 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  

					
	 	  	 	  	Page
	Section 701.	  	Company to Furnish Trustee Names and Addresses of Holders.	  	37
	Section 702.	  	Preservation of Information; Communications to Holders.	  	37
	Section 703.	  	Reports by Trustee.	  	37
	Section 704.	  	Reports by Company.	  	37

 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  

					
	Section 801.	  	Company May Consolidate, Etc., Only on Certain Terms.	  	38
	Section 802.	  	Successor Substituted.	  	38

 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 
  

					
	Section 901.	  	Supplemental Indentures Without Consent of Holders.	  	38
	Section 902.	  	Supplemental Indentures With Consent of Holders.	  	39
	Section 903.	  	Execution of Supplemental Indentures.	  	40
	Section 904.	  	Effect of Supplemental Indentures.	  	40
	Section 905.	  	Conformity with Trust Indenture Act.	  	40
	Section 906.	  	Reference in Securities to Supplemental Indentures.	  	40

 ARTICLE TEN 

COVENANTS 
  

					
	Section 1001.	  	Payment of Principal, Premium and Interest.	  	41
	Section 1002.	  	Maintenance of Office or Agency.	  	41
	Section 1003.	  	Money for Securities Payments to Be Held in Trust.	  	41
	Section 1004.	  	Statement by Officers as to Default.	  	42
	Section 1005.	  	Existence.	  	42
	Section 1006.	  	Payment of Taxes and Other Claims	  	43
	Section 1007.	  	Waiver of Certain Covenants.	  	43
	Section 1008.	  	Payment of Additional Amounts.	  	43
	Section 1009.	  	Restriction on Certain Liens.	  	44

 ARTICLE ELEVEN

 REDEMPTION OF SECURITIES 
  

					
	Section 1101.	  	Applicability of Article.	  	45
	Section 1102.	  	Election to Redeem; Notice to Trustee.	  	45
	Section 1103.	  	Selection by Trustee of Securities to Be Redeemed.	  	45
	Section 1104.	  	Notice of Redemption.	  	46
	Section 1105.	  	Deposit of Redemption Price.	  	46
	Section 1106.	  	Securities Payable on Redemption Date.	  	46

  

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	 	  	 	  	Page
	Section 1107.	  	Securities Redeemed in Part.	  	47
	Section 1108.	  	Optional Redemption for Tax Reasons.	  	47

 ARTICLE TWELVE

 SINKING FUNDS 
  

					
	Section 1201.	  	Applicability of Article.	  	47
	Section 1202.	  	Satisfaction of Sinking Fund Payments with Securities.	  	47
	Section 1203.	  	Redemption of Securities for Sinking Fund.	  	48

 ARTICLE THIRTEEN

 DEFEASANCE AND COVENANT DEFEASANCE 
  

					
	Section 1301.	  	Company’s Option to Effect Defeasance or Covenant Defeasance.	  	48
	Section 1302.	  	Defeasance and Discharge.	  	48
	Section 1303.	  	Covenant Defeasance.	  	49
	Section 1304.	  	Conditions to Defeasance or Covenant Defeasance.	  	49
	Section 1305.	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	  	50
	Section 1306.	  	Reinstatement.	  	51

  

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 SENIOR DEBT INDENTURE, dated as of
[            ], 2010, between Nomura Holdings, Inc., a corporation duly incorporated and existing under the laws of Japan (herein called the “Company”), having its registered head
office at 9-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan, and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to
be issued in one or more series as in this Indenture provided. 
 All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE,
THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
 ARTICLE ONE 
 DEFINITIONS AND OTHER PROVISIONS

 OF GENERAL APPLICATION 
 Section 101.    Definitions. 
 For all purposes of
this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms
defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the United States of America at the date of such computation; 
 (4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and 
 (5) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 “Act”, when used with
respect to any Holder, has the meaning specified in Section 104. 
 “Additional Amounts” has the meaning
specified in Section 1008. 
 “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
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of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing. 
 “Applicable Procedures” of a Depositary means, with respect to any matter at
any time, the policies and procedures of such Depositary, if any, that are applicable to such matter at such time. 
 “Board of Directors” means the board of directors of the Company, any duly authorized committee of the Company, including the Executive Managing Board (keiei-kaigi), or the President, the Deputy President, the Chief
Financial Officer or other executive officer (shikkou-yaku) of the Company as may be authorized to act hereunder.  
 “Board Resolution” means a copy of a resolution or decision certified by the President, the Deputy President, the Chief Financial Officer or other executive officer (shikkou-yaku) or other officer of the Company as may be
authorized to have been duly adopted or approved 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”, when used with respect to any Place of Payment, means, unless otherwise specified for any security as contemplated
by Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 
 “Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if
at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
 “Company Request” or “Company Order” means a written request or order signed in the name of the Company by the President, the Deputy President, the Chief Financial Officer or other
executive officer (shikkou-yaku) or other officer of the Company as may be designated in writing by the Board of Directors and delivered to the Trustee from time to time. 
 “Corporate Trust Office” means the principal office of the Trustee in New York, New York at which at any particular time its
corporate trust business shall be administered, which at the date hereof is located at Deutsche Bank Trust Company Americas, 60 Wall Street, 27th Floor, MS: NYC60-2710, New York, New York, 10005; Fax: 732-578-4635, Attention: Manager Corporate Team
— Nomura Holdings, Inc. 
 “corporation” means a corporation, association, company (including a limited liability
company), joint-stock company, business trust or other similar entity. 
 “Covenant Defeasance” has the meaning
specified in Section 1303. 
 “Defaulted Interest” has the meaning specified in Section 307. 
 “Defeasance” has the meaning specified in Section 1302. 
 “Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency that is designated to act as Depositary for such Securities as contemplated by Section 301. 
  

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 “DTC Procedures” has the meaning specified in Section 312. 
 “Event of Default” has the meaning specified in Section 501. 
 “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to
time. 
 “Expiration Date” has the meaning specified in Section 104. 
 “Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities). 
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
 “Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term
“Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301. 
 “interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such
Security. 
 “Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in
each case as amended from time to time. 
 “Maturity”, when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
 “Notice of Default” means a written notice of the kind specified in Section 501(4). 
 “Officers’ Certificate” means a certificate signed by the President, the Deputy President, the Chief Financial Officer or
other executive officer (shikkou-yaku) or other officer of the Company as may be designated in writing by the Board of Directors and delivered to the Trustee from time to time. The officer signing an Officers’ Certificate given pursuant
to Section 1004 shall be the principal executive, financial or accounting officer of the Company. 
 “Opinion of
Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502. 
  

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 “Outstanding”, when used with respect to Securities, means, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (1)
Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (2) Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been
made; 
 (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and 

(4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company; 
 provided, however, that in determining whether the Holders of
the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means
any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. 
 “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  

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 “Redemption Date”, when used with respect to any Security to be redeemed, means
the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to
any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 
 “Responsible Officer”, when used with respect to the Trustee, means any managing director, director, any vice president, any
assistant vice president, any associate, or any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject. 
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. 
 “Securities Act” means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
 “Special Record Date” for the payment
of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity”, when
used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due
and payable. 
 “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
 “Tax Documentation” has the meaning specified in Section 312. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date,
“Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series. 
 “U.S. Government Obligation” has the meaning specified in Section 1304.

  

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 Section 102.    Compliance Certificates and
Opinions. 
 Upon any application or request by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act; provided, however, that no such opinion shall be required in connection with the issuance of
Securities that are part of any series as to which such an opinion has been furnished. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include, 

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto; 
 (2) 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; 
 (3) a
statement that, in the opinion of each such individual, such individual 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 
 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant
has been complied with. 
 Section 103.    Form of Documents Delivered to
Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows,
or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless
such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are 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, they may, but need not, be
consolidated and form one instrument. 
 Section 104.    Acts of Holders;
Record Dates. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders 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, where it is hereby expressly required,

  

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to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. 
 (b) The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The
fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided
that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 
 (d) The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If
any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such
Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 
  

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 (e) With respect to any record date set pursuant to this
Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which sets such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 
 (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

 (g) The ownership of Securities shall be proved by the Security Register. 
 (h) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 Section 105.    Notices, Etc., to Trustee and Company. 
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office, with a copy to: Deutsche Bank National Trust Company, Trust & Securities Services, 100 Plaza One, 6th Floor — MS JCY03-0699, Jersey City, New Jersey
07311-3901; Fax: 732-578-4635, Attention: Manager Corporate Team — Nomura Holdings, Inc., or 
 (2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company, addressed to it at the address of its
registered head office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company. 
 Section 106.    Notice to Holders; Waiver. 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any
case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
  

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 In case by reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to
the Depositary for such Security (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. 
 Section 107.    Conflict with Trust Indenture Act. 
 If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be. 
 Section 108.    Effect of Headings and Table of Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 Section 109.    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 110.    Separability Clause. 
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 
 Section 111.    Benefits of Indenture. 

 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise be provided pursuant to Section 301 with respect to any specific Securities. 

Section 112.    Governing Law. 
 This Indenture and the Securities shall be governed by, and construed in accordance with, the law of the State of New York.

 Section 113.    Legal Holidays. 
 In any case where any Interest Payment Date, Redemption 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 (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and
premium, if any), need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at
the Maturity. 
  

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 Section 114.    Waiver of Jury Trial. 

 EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 115.    Force Majeure. 
 In no event
shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (hardware and software) services. The
Trustee shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as possible. 
 Section 116.    Submission to Jurisdiction. 
 The
Company agrees that any legal suit, action or proceeding arising out of or based upon the Indenture or any Securities may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, New York, United States of
America, waives, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submits to the jurisdiction of any such court in any such
suit, action or proceeding. The Company has designated and appointed Nomura Holding America Inc. (or any successor corporation) as the Company’s authorized agent to accept and acknowledge on its behalf service of any and all process which may
be served in any such suit, action or proceeding in any such court and agrees that service of process upon said agent at its office at 2 World Financial Center, Building B, New York, New York 10281-1198 (or at such other address in the Borough of
Manhattan, The City of New York, New York, United States of America, as the Company may designate by written notice to the Company and the Trustee), and written notice of said service to the Company, mailed or delivered to it, at Nomura Holdings,
Inc., 9-1 Nihonbashi 1-chome, Chuo-ku, Tokyo, 103-8645, Attention: Head of Global Treasury (until another address is filed by the Company with the Trustee), shall be taken and held to be valid personal service upon the Company, whether or not the
Company shall then be doing, or at any time shall have done, business within the State of New York, and any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity
and requirements of such service in such State, and waives all claim of error by reason of any such service. The Company agrees to take all action as may be necessary to continue the designation and appointment of Nomura Holding America Inc. or any
successor corporation in full force and effect so that the Company shall at all times have an agent for service of process for the above purposes in the Borough of Manhattan, The City of New York, New York, United States of America. The Company
hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal
suit, action or proceeding against it arising out of or based on this Indenture, the Securities or the transactions contemplated hereby. The provisions of this Section are intended to be effective upon the execution of this Indenture without any
further action by the Company or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters. 
 Section 117.    USA Patriot Act. 
 The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in
order for the Trustee to satisfy the requirements of the USA Patriot Act. 
  

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 ARTICLE TWO 
 SECURITY FORMS 
 Section 201.    Forms Generally. 
 The Securities
of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified through an Officers’ Certificate and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Securities. 
 The definitive Securities shall be
printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 Section 202.    Form of Face of Security. 
 [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] 
 NOMURA HOLDINGS, INC. 
 [INSERT TITLE OF SECURITIES] 
  

							
	 CUSIP No.                
	 		  	
				
	 No.                 
	 		 		  	$            

 Nomura Holdings, Inc., a corporation duly incorporated and existing under the laws of Japan (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                          , or registered assigns, the
principal sum of                           dollars
on                [if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from
               or from the most recent Interest Payment Date to which interest has been paid or made available for payment, semi-annually on
              and               in each year, commencing
             , at the rate of             % per annum, until the
principal hereof is paid or made available for payment [if applicable, insert — , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate
of         % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such overdue amounts are due until they are paid or made available for payment,
and such interest shall be payable on demand]. The interest so payable, and punctually paid or made available for payment, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the   or   (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest so payable, but not so punctually paid or made available for payment on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof

  

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shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. 
 [If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of           % per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand.] 
 [If applicable, insert — The Company will pay an additional amount to the Holder hereof with respect to withholding or deduction
for or on account of taxes, duties, assessment or other governmental charges imposed or levied by or on behalf of Japan or any political subdivision thereof having power to tax as are provided for, and subject to the conditions stated, on the
reverse of this Security.] 
 Payment of the principal of (and premium, if any) and [if applicable, insert — any
such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in
                        , in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert — ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; and provided, further, that if this Security is a Global Security, payment may be made pursuant to the Applicable Procedures of the Depositary as permitted in said
Indenture]. 
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
 Dated: 
  

			
	NOMURA HOLDINGS, INC.
		
	By:	 	 
	Name:
	Title:


  

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 Section 203.    Form of Reverse of
Security. 
 This Security is one of a duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an Indenture, dated as of              (herein called the “Indenture”, which term shall have
the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert — , [initially] limited in aggregate principal amount to
$            ]. 
 [If applicable, insert — The
Company will pay to the Holder such additional amounts as may be necessary in order that the net amounts received by or on behalf of the Holder or beneficial owner of this Security after any withholding or deduction for or on account of taxes,
duties, assessments or other governmental charges imposed or levied by or on behalf of Japan or any political subdivision thereof having power to tax, will equal the respective amounts of principal of (and premium, if any) and interest which would
otherwise have been receivable in respect of such Security in the absence of such withholding or deduction. However, no such additional amounts shall be payable in respect of any payment (a) received by or on behalf of a Holder or beneficial
owner (i) who is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation or (ii) who fails to comply with the Japanese tax law requirements in respect of the exemption from such withholding or
deduction or (iii) who is otherwise subject to such taxes, duties, assessments or governmental charges by reason of his having some connection with Japan other than the mere holding of, or receipt of any payments in respect of, this Security;
or (b) where this Security is presented for payment (where presentation is required) more than 30 days after the date on which such payment first becomes due or after the date on which the full amount payable is duly provided for, whichever
occurs later, except to the extent that the Holder of this Security would have been entitled to such additional amounts on presenting the same for payment on the last day of such 30-day period; or (c) where such withholding or deduction is
imposed on a payment to an individual Holder and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such
Directive; or (d) received by or on behalf of a Holder who would be able to avoid such withholding or deduction by presenting this Security to another Paying Agent; or (e) any combination of (a) through (d). No additional amounts will
be paid with respect to any payment on a Security to or on behalf of a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of Japan to be included
in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who, in each case, would not have been entitled to the additional amounts had such beneficiary,
settlor, member or beneficial owner been the Holder of this Security. The obligation to pay additional amounts with respect to any taxes, duties, assessments and other governmental charges shall not apply to (A) any estate, inheritance, gift,
sales, transfer, personal property or any similar tax, duty, assessment, fee or other governmental charge or (B) any tax, duty, assessment, fee or other governmental charge which is payable otherwise than by deduction or withholding from
payments of principal of (and premium, if any) or interest on this Security.] 
 [If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert — (1) on                
in any year commencing with the year                 and ending with the year         through operation
of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after
                     ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert — on or before               ,
              %, and if redeemed] during the 12-month period
beginning                        of the years indicated, 
  

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	 Year
	  	Redemption Price	  	Year	  	Redemption Price
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	

 and thereafter at a Redemption Price equal to
                 % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of
the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 
 [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on      in any year
commencing with the year       and ending with the year       through operation of the sinking fund for this series at the Redemption Prices for redemption through operation
of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after
                 ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning       of the years indicated, 
  

					
	 Year
	  	Redemption Price For Redemption
Through
Operation of the Sinking Fund	  	Redemption Price For Redemption
Otherwise Than Through
Operation of the Sinking Fund

		  		  	
		  		  	
		  		  	
		  		  	

 and thereafter at a Redemption Price equal to
                 % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 
 [If applicable,
insert — Notwithstanding the foregoing, the Company may not, prior to                 , redeem any Securities of this series as contemplated by [if
applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated
in accordance with generally accepted financial practice) of less than                    % per annum.] 
 [If applicable, insert — The sinking fund for this series provides for the redemption on
                 in each year beginning with the year                and ending with
the year                of [if applicable, insert — not less than $              
(“mandatory sinking fund”) and not more than] $                   aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking
fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which they become due].] 
 [If the Security is not subject to redemption, — This Security is not redeemable prior to Stated Maturity [except as provided in the next succeeding paragraph].] 
 [If applicable, insert — This Security may be redeemed by the Company at a redemption price equal to the principal amount of the
Securities plus any accrued but unpaid interest through but not including the date fixed

  

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for redemption and any related additional amounts as a result of withholding or deduction for or on account of taxes, duties, assessments or other governmental charges imposed or levied by or on
behalf of Japan or any political subdivision thereof having power to tax, all as provided in the Indenture]. 
 [If the
Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.] 
 [If applicable, insert — The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.]

 [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 
 [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for
determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of all Securities at the time Outstanding
to be affected (considered together as one class for this purpose)(such Securities to be affected may be Securities of the same or different series and, with respect to any series, may comprise fewer than all the Securities of such series). The
Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding to be affected under the Indenture (considered together as one class for this purpose)(such Securities to
be affected may be Securities of the same or different series and, with respect to any series, may comprise fewer than all the Securities of such series), on behalf of the Holders of all Securities so affected, to waive compliance by the Company
with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately
for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to
institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
  

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 If so provided pursuant to the terms of any specific Securities, the above-referenced
provisions of the Indenture regarding the ability of Holders to waive certain defaults, or to request the Trustee to institute proceedings (or to give the Trustee other directions) in respect thereof, may be applied differently with regard to such
Securities. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due
presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 [If this Security is a Global Security, insert — This Security is a Global Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305 thereof on
transfers and exchanges of Global Securities.] 
 This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York. 
 All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. 
 Section 204.    Form
of Legends. 
 Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every
Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  

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 Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Security or Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 INTEREST PAYMENTS ON THIS SECURITY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX, UNLESS THE HOLDER ESTABLISHES THAT THIS SECURITY IS HELD BY OR FOR THE ACCOUNT OF A HOLDER THAT IS NOT AN INDIVIDUAL
RESIDENT OF JAPAN OR A JAPANESE CORPORATION FOR JAPANESE TAX PURPOSES OR IS A DESIGNATED JAPANESE FINANCIAL INSTITUTION DESCRIBED IN ARTICLE 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN. 
 INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION (OTHER THAN A DESIGNATED JAPANESE FINANCIAL
INSTITUTION REFERRED TO IN THE PRECEDING PARAGRAPH WHICH HAS COMPLIED WITH THE REQUIREMENTS OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN) WILL BE SUBJECT TO DEDUCTION OF JAPANESE INCOME TAX AT A RATE OF 15% OF THE AMOUNT SPECIFIED IN SUBPARAGRAPH
(A) OR (B) BELOW, AS APPLICABLE: 
  

	 	(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR TO A JAPANESE CORPORATION (EXCEPT AS PROVIDED IN SUBPARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST;
AND 

  

	 	(B)	IF INTEREST IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR FINANCIAL INSTRUMENTS FIRMS THROUGH A JAPANESE PAYMENT HANDLING AGENT AS PROVIDED IN ARTICLE
3-3, PARAGRAPH 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN, THE AMOUNT OF SUCH INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6. 

 Section 205.    Form of Trustee’s Certificate of Authentication. 
 The Trustee’s certificates of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. 
  

			
	 Deutsche Bank Trust Company Americas,
 As Trustee

		
	By:	 	 
		 	Authorized Officer


 ARTICLE THREE 
 THE SECURITIES 
 Section 301.    Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
  

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 The Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, 
 (1) the title of the Securities of the series (which shall distinguish the Securities of the
series from Securities of any other series); 
 (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906, 1107 or 1203 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
 (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 
 (4) the date or dates on which the principal of any Securities of the series is payable; 
 (5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; 
 (6)
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable; 
 (7) whether and under what circumstances the Company will pay an additional amount to the Holders of the Securities with respect to withholding or deduction for or on account of taxes, duties, assessments
or other governmental charges imposed or levied in Japan, and whether and on what conditions the Company will have the right to redeem the Securities rather than paying such additional amount, if different from the terms set forth in
Section 1008 or 1108, as the case may be; and the form of any legend or legends relating to such withholding or deduction which shall be borne by any Securities or Global Securities in addition to or in lieu of that set forth in
Section 204; 
 (8) the period or periods within which, the price or prices at which and the terms and
conditions upon which (including the notice period, if different from the notice period set forth in Section 1104) any Securities of the series may be redeemed, in whole or in part, at the option of the Company, and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; 
 (9)
the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (10) if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which any
Securities of the series shall be issuable; 
 (11) if the amount of principal of or any premium or interest on
any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; 
 (12) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be
payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101; 
  

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 (13) if the principal of or any premium or interest on any Securities of the
series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in
which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the
manner in which such amount shall be determined); 
 (14) if other than the entire principal amount thereof, the
portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
 (15) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of
any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due
and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be
determined); 
 (16) if other than by a Board Resolution, the manner in which any election by the Company to
defease any Securities of the series pursuant to Section 1302 or Section 1303 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject
to Section 1302 or Section 1303; or, in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible
pursuant to Section 1302 or Section 1303 or both such Sections; 
 (17) if applicable, that any
Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such
Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

 (18) any addition to, deletion from or change in the Events of Default which applies to any Securities of the
series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; 
 (19) any addition to, deletion from or change in the covenants set forth in Article Ten which applies to Securities of the
series; 
 (20) if applicable, that Persons other than those specified in Section 111 shall have such
benefits, rights, remedies and claims with respect to any Securities of the series or under this Indenture with respect to such Securities, as and to the extent provided for such Securities; 
 (21) any change in the actions permitted or required under this Indenture to be taken by or on behalf of the Holders of the
Securities of the series, including any such change that permits or requires any or all such actions to be taken by or on behalf of the Holders of any specific Securities of the series rather than or in addition to the Holders of all Securities of
the series; and 
 (22) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 901(5)). 
 All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless

  

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otherwise provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto with respect to a series of Securities, a series may be reopened and additional Securities of a series may be issued, at the option of the Company, without the consent of any Holder, at
any time and from time to time. 
 If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified through the Officers’ Certificate (which may be the same Officers’ Certificate referred to in this paragraph) and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the series. 
 Section 302.    Denominations. 
 The Securities
of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 
 Section 303.    Execution, Authentication, Delivery and Dating. 
 The Securities shall be executed on behalf of the Company by its President or Deputy President or by one of its representative executive officers (daihyou-shikkou-yaku) and such execution need not
be attested. The signature of any of these officers on the Securities may be manual or facsimile. 
 Any Security bearing the
manual or facsimile signature of an individual who was at the date of issuance of such Securities a proper officer of the Company shall bind the Company, notwithstanding that such individual has ceased to hold such office thereafter. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, 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 Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 
 (1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201,
that such form has been established in conformity with the provisions of this Indenture; 
 (2) if the terms of
such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and 
 (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
  

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 Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

 Each Security shall be dated the date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture. 
 Section 304.    Temporary Securities. 
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
 If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 
 
Section 305.    Registration, Registration of Transfer and Exchange. 
 The Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
 Upon surrender for
registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon
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Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. 
 All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1203 not involving any transfer.

 If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be
required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing (or during such period as otherwise specified pursuant to Section 301 for such Securities), or
(B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 
 (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 
 (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the
Company that it is unwilling, unable or no longer qualified to continue as Depositary for such Global Security and the Company does not appoint another institution to act as Depositary within 60 days of receipt of such notice, (B) there shall
have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by Section 301. 
 (3) Subject to Clause
(2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such
Global Security shall direct. 
 (4) Every Security authenticated and delivered upon registration of transfer of,
or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906, 1107 or 1203 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 
  

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 Section 306.    Mutilated, Destroyed, Lost
and Stolen Securities. 
 If any mutilated Security is surrendered to the Trustee, the Company shall execute, and the Trustee
shall authenticate and deliver in exchange therefor, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 Section 307.    Payment of Interest; Interest Rights Preserved. 
 Except as otherwise provided as contemplated by Section 301 with respect to any Securities of a series, interest on any Security which
is payable, and is punctually paid or made available for payment, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest (or, if no business is conducted by the Trustee at its Corporate Trust Office on such date, at 5:00 P.M., New York City time, on such date). 
 Any interest on any Security of any series which is payable, but is not punctually paid or made available for payment, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or
(2) below: 
 (1) The Company may elect to make payment of any Defaulted Interest payable on any Securities
of a series to the Persons in whose names 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 of such Securities and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and
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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 given to each Holder of such Securities in the manner set forth in Section 106, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names 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 (2). 
 (2) The Company may make payment of any Defaulted Interest on any Securities of a series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to
this Clause, such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this
Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security. 
 Section 308.    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 such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary as Holder of any Security. 
 None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
 Section 309.    Cancellation. 
 All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with its customary procedures. 
  

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 Section 310.    Computation of Interest.

 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 
 Section 311.    CUSIP and ISIN Numbers 
 The
Company in issuing the Securities may use CUSIP, ISIN and/or other similar numbers, if then generally in use, and thereafter with respect to such Securities, the Trustee may use such numbers in any notice of redemption with respect to such
Securities, provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on such Securities or as contained in any notice of redemption and that reliance may be placed only on
the other identification numbers printed on such Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
 Section 312.    Japanese Withholding Tax. 
 In compliance with Japanese tax laws and the practices of tax authorities in Japan, in respect of any interest payment on the Securities of any series issued in book-entry form hereunder, the Paying Agent
(including the Trustee if appointed as a Paying Agent) shall act in accordance with the procedures and forms set out in the memorandum dated January 28, 2000 prepared by the International Capital Market Association (formerly known as the
International Primary Markets Association) (as may be amended or supplemented from time to time by notice from such association) entitled “Compliance Procedures for International Securities Offerings by Japanese Issuers—Securities Held
Through DTC” (the “DTC Procedures”) if DTC is acting as Depositary with respect to the Securities or, in accordance with such other similar procedures as may be applicable to another Depositary. Except as otherwise provided in this
Indenture, the Paying Agent shall be responsible only for performing such services as are specifically provided for in the DTC Procedures or such other procedures actually known by the Paying Agent, as applicable and as may be amended or modified
and communicated to the Paying Agent from time to time the Paying Agent and the Company may rely on the information provided in the claim for exemption and other documentation in the absence of actual knowledge to the contrary. 
 If any interest payment on the Securities of any series is due to be made hereunder and if and so long as payments of interest may be made
without withholding or deduction for or on account of Japanese tax only upon receipt of duly executed certifications, claims for exemption, notifications or other documentation in compliance with Japanese tax law requirements (“Tax
Documentation”), the Paying Agent shall (i) collect the required Tax Documentation from the Depositary (or Holders of the Securities if certificated notes representing such series have been issued), (ii) provide any required
confirmations of information available to it, and (iii) promptly deliver, or cause to be delivered, the Tax Documentation so received to the Company for filing with the relevant Japanese district tax office. The Paying Agent may rely on the
information provided in Tax Documentation (including, where relevant, supporting documentation) in the absence of actual knowledge that such information is incorrect. 
 If a Holder of the Securities satisfies the requirements for claiming an exemption from Japanese withholding tax after the date on which an amount in respect of such tax is withheld and before the date on
which the tax is actually paid to the Japanese tax authorities, then the Company and the Paying Agent (on the Company’s behalf and out of funds paid to it from the Company) may, to the extent reasonably practicable, pay the amount withheld
(after the deduction of reasonable costs, including amounts in respect of changes in foreign exchange rates) to the Holder. 
  

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 ARTICLE FOUR 
 SATISFACTION AND DISCHARGE 
 Section 401.    Satisfaction and Discharge of Indenture. 
 This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (1) either

 (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been
mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities not theretofore delivered to the Trustee for cancellation 
 (i) have become due and payable, or 
 (ii) will become due and
payable at their Stated Maturity within one year, or 
 (iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and 
 (3) 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 have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, and
if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction
and discharge. 
 Section 402.    Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 
  

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 ARTICLE FIVE 
 REMEDIES 
 Section 501.    Events of Default. 
 Except as
may otherwise be specified as contemplated by Section 301 for all or any specific Securities of any series, “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body): 
 (1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; or 
 (2) default in the
payment of the principal of or any premium on any Security of that series at its Maturity and continuation of such default for a period of seven days; or 
 (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuation of such default for a period of seven days; or; 
 (4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of any series of Securities other than that
series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (5) any indebtedness for borrowed money with an aggregate outstanding principal amount of at least $10,000,000 (or its
equivalent in any other currency or currencies) of the Company becoming prematurely repayable following a default, or default in the repayment of any such indebtedness at the maturity thereof or at the expiration of any applicable grace period
therefor (or in the case of such indebtedness due on demand, default in the payment of such indebtedness at the expiration of three business days after demand therefor or, if longer, any applicable grace period therefor), or any guarantee of or
indemnity in respect of any indebtedness for borrowed money of others with a principal amount or aggregate principal amount for the time being outstanding of at least $10,000,000 (or its equivalent in any other currency or currencies) given by
the Company being not honored when due and called upon at the expiration of any applicable grace period; or 
 (6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding, (B) a decree or order adjudging the Company bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, or (C) a decree or order appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of its property or ordering the winding up or liquidation of its affairs, in each case of (A), (B) and (C) above, under any applicable Japanese bankruptcy, insolvency,
reorganization or other similar law, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days (provided that, if any Person becomes the successor to the
Company pursuant to Article Eight and such Person is a corporation, partnership or trust organized and validly existing under the laws of a jurisdiction other than Japan, each reference in this Clause (6) to an applicable Japanese law of a
particular kind shall be deemed to refer to such law or any applicable comparable law of such non-Japan jurisdiction, for as long as such Person is the successor to the Company hereunder and is so organized and existing); or 
  

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 (7) the commencement by the Company of a voluntary case or proceeding under
any applicable Japanese bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding under such law to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable Japanese bankruptcy, insolvency, reorganization or other similar law, or to the commencement of any bankruptcy or insolvency case or proceeding against it under any
such law, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Japanese bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property under any applicable Japanese bankruptcy, insolvency,
reorganization or other similar law, 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 (provided that, if any Person becomes the successor to the Company pursuant to Article Eight and such Person is a corporation, partnership or trust organized and validly existing under the laws of a
jurisdiction other than Japan, each reference in this Clause (7) to an applicable Japanese law of a particular kind shall be deemed to refer to such law or any applicable comparable law of such non-Japan jurisdiction, for as long as such Person
is the successor to the Company hereunder and is so organized and existing); or 
 (8) any other Event of Default
provided with respect to Securities of that series. 
 Section 502.    Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, in the case of any Security of that series which specifies an amount to be due and payable thereon on acceleration of the
Maturity thereof, such amount as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. 
 At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 
 (1) the Company has paid or deposited with the Trustee a sum sufficient to pay 
 (A) all overdue interest on all Securities of that series, 
 (B)
the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (2) all Events
of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in
Section 513. 
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 

 

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 Section 503.    Collection of Indebtedness
and Suits for Enforcement by Trustee. 
 The Company covenants that if 
 (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, if any, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If an Event of Default with
respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy. 
 Section 504.    Trustee May File Proofs of Claim. 

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 
 Section 505.    Trustee May Enforce Claims Without Possession of Securities.

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

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 Section 506.    Application of Money
Collected. 
 Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due the Trustee under Section 607;

 SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on
the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and
interest, respectively; and 
 THIRD: To the payment of the remainder, if any, to the Company or to whomsoever
may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 
 Section 507.    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 
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the
Securities of that series; 
 (2) the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses
and liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt
of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
 (5) no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such Holders. 
 Section 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder. 
 Section 509.    Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined

  

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adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 510.    Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

 Section 511.    Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 512.    Control by Holders. 
 The Holders
of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Securities of such series, provided that 
 (1) such direction shall
not be in conflict with any rule of law or with this Indenture, and 
 (2) the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction. 
 Section 513.    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 
 (1) in the payment of the principal of or any premium or interest on any Security of such
series, or 
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such
default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon. 
 Section 514.    Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file

  

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an undertaking to pay the costs of such suit, and may assess reasonable costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee. 
 Section 515.    Waiver of Usury, Stay or Extension Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted. 
 ARTICLE SIX 
 THE TRUSTEE 
 
Section 601.    Certain Duties and Responsibilities. 
 The duties and responsibilities
of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, 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.
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
 Section 602.    Notice of Defaults. 
 If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series. 
 Section 603.    Certain Rights of
Trustee. 
 Subject to the provisions of Section 601: 
 (1) 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, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by
the proper party or parties; 
 (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 
 (3) 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;

  

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 (4) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction; 
 (6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney; and 
 (7) 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. 
 (8) the Trustee shall not be deemed to have knowledge of an Event of Default unless the same is
actually known to a Responsible Officer of the Trustee. 
 Section 604.    Not
Responsible for Recitals or Issuance of Securities. 
 The recitals contained herein and in the Securities, except the
Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee does not assume any 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 605.    May Hold Securities. 
 The
Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, 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 606.    Money Held in Trust. 
 Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 
 Section 607.    Compensation and Reimbursement. 
 The Company agrees: 
 (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Company and the Trustee 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); 
 (2) 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 
  

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 (3) to indemnify the Trustee for, and to hold it harmless against, any loss,
claim, liability or expense (including reasonable attorneys’ fees and expenses) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
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. 
 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or
Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar
law. 
 The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the
Trustee and shall be applicable to the Trustee in each of its capacities hereunder. 
 Section 608.    Conflicting Interests. 
 If the
Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series
or a trustee under any other indenture, a fiscal agent under any fiscal agency agreement or a warrant agent under any warrant agreement, of the Company. 
 Section 609.    Corporate Trustee Required; Eligibility. 
 There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee
shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of Manhattan, The City of New York. If any
such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
 Section 610.    Resignation and Removal; Appointment of Successor. 
 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
 The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  

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 If at any time: 
 (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security for at least six months, or 
 (2) the Trustee shall cease to be
eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or
(B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, subject to the requirements of the Trust Indenture Act, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
 If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, the retiring Trustee or any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of
any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office. 
 The costs and expenses (including its attorney’s fees and expenses) incurred by the Trustee in connection with
petitioning a court for the appointment of a successor Trustee as provided herein shall be paid by the Company. 
 
Section 611.    Acceptance of Appointment by Successor. 
 In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver

  

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an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. 
 In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (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; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates. 
 Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may
be. 
 No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article. 
 Section 612.    Merger,
Conversion, Consolidation or Succession to Business. 
 Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, consolidation or sale 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 613.    Preferential Collection of Claims Against Company. 
 If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other
obligor). 
  

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 ARTICLE SEVEN 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 
Section 701.    Company to Furnish Trustee Names and Addresses of Holders. 
 The Company
will furnish or cause to be furnished to the Trustee for the Securities of each series 
 (1) semi-annually, not
later than 15 days after each Regular Record Date for that series (or, if there is no Regular Record Date for that series, on [    ] and [    ]), a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities of that series as of such dates; and 
 (2) 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 is then acting as Security Registrar, no such list need be provided to the Trustee. 
 Section 702.    Preservation of Information; Communications to Holders. 
 The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
 Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
 Section 703.    Reports by Trustee. 
 Within 60 days after [    ] in each year, the Trustee shall transmit by mail or electronically, as the case may be, to
Holders, as their names and addresses appear on the register kept by the Security Registrar, a brief report dated as of such [    ], in accordance with, and to the extent required by Section 313 of the Trust Indenture Act.

 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. The Company will notify the Trustee when any Securities are listed on any stock exchange. 
 Section 704.    Reports by Company. 
 The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act need not be filed
with the Trustee until the 15th day after the same are
actually filed with the Commission. 
 Delivery of such reports, information and documents to the Trustee is for informational
purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information or documents. The Trustee’s receipt of such shall not constitute constructive notice of any information contained


  

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therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely
exclusively on Officers’ Certificates). 
 ARTICLE EIGHT 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 Section 801.    Company May Consolidate, Etc., Only on Certain Terms. 
 The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless: 
 (1) in case the Company shall consolidate with or merge into another Person
or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of any domestic or foreign jurisdiction and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities, and the performance or observance of
every covenant of this Indenture on the part of the Company to be performed or observed; 
 (2) immediately after
giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with. 
 Section 802.    Successor Substituted. 
 Upon any
consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

 ARTICLE NINE 
 SUPPLEMENTAL INDENTURES 
 Section 901.    Supplemental Indentures Without Consent of Holders. 
 Except as may otherwise be specified as contemplated by Section 301 for all or any specific Securities of any series, without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or 
  

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 (2) to add to the covenants of the Company for the benefit of the Holders of
all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company with regard to all or any series of Securities (and if any such surrender is to be made with regard to less than all series of Securities, stating that such surrender is expressly being made solely with regard
to such series); or 
 (3) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such additional Events of Default are to be for the benefit of less than all series, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities in uncertificated form; or 
 (5) to add to, change or eliminate any of the provisions
of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination in respect of any series (A) shall neither (i) apply to any Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such
Security Outstanding; or 
 (6) to secure the Securities; or 
 (7) to establish the form or terms of all or any Securities of any series as permitted by Sections 201 and 301; or

 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to
the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 611; or 
 (9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely
affect the interests of the Holders of Securities of any series in any material respect. 
 Section 902.    Supplemental Indentures With Consent of Holders. 
 Except as may otherwise be specified as contemplated by Section 301 for all or any specific Securities of any series, with the consent of the Holders of a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, considered together as one class for this purpose (such Securities to be affected may be Securities of the same or different series and, with respect to any series, may comprise fewer
than all the Securities of such series), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of such affected Securities under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or 
  

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 (2) reduce the percentage in principal amount of any Outstanding Securities
(considered separately or together as one class, as applicable, and whether comprising the same or different series or less than all the Securities of a 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 
 (3) modify any of the provisions of this Section, Section 513 or Section 1007, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1007, or the deletion of this proviso, in accordance with the requirements of Sections
611 and 901(8); or 
 (4) change in any manner adverse to the interests of the Holders of Securities the terms
and conditions of the obligations of the Company in respect of the due and prompt payment of the principal thereof (and premium, if any) and interest thereon or any sinking fund payments provided in respect thereof. 
 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular Securities or series of Securities, or which modifies the rights of the Holders of such Securities or series of Securities with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of any other Securities or of any other series, as applicable. 
 It shall
not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 Section 903.    Execution of Supplemental Indentures. 
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 904.    Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
 Section 905.    Conformity with Trust Indenture Act. 
 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 
 Section 906.    Reference in Securities to Supplemental Indentures. 
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company, and such Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

 

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 After any supplemental indenture under this Article becomes effective, the Company shall
mail to the Holders who will be affected thereby a notice briefly describing such supplemental indenture. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this
Article. 
 ARTICLE TEN 
 COVENANTS 
 Section 1001.    Payment of Principal, Premium and Interest. 
 The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture. Each such payment to the Trustee shall be made no later than 10:00 A.M., New York time, on the due date. 
 Section 1002.    Maintenance of Office or Agency. 
 Subject to the last paragraph of this Section, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. 
 The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation pursuant to the first sentence of the preceding paragraph to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 With
respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be
presented or surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor, provided, however, that any such payment, presentation, surrender or delivery
effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this Indenture. 
 Section 1003.    Money for Securities Payments to Be Held in Trust. 
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
  

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 Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant to Section 1304(1), cause such trustee to deposit)
with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

 The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent
and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
 The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from
all further liability with respect to such money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 1004.    Statement by Officers as to Default. 
 The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 
 Section 1005.    Existence. 
 Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 
  

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 Section 1006.    Payment of Taxes and
Other Claims 
 The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent,
(1) all taxes, assessments and governmental charges levied or imposed upon the Company or upon its income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon
its property; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by
appropriate proceedings. 
 Section 1007.    Waiver of Certain Covenants. 

 Except as otherwise specified as contemplated by Section 301 for Securities of a specific series, the Company may, with
respect to the Securities of any one or more series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders
of such series or in Section 1005 or 1006, if before the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Securities affected by such waiver, considered together as one class for this purpose
(such Securities to be affected may be Securities of the same or different series and, with respect to any series, may comprise fewer than all the Securities of such series), shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
 Section 1008.    Payment of Additional Amounts. 
 All payments of principal of (and premium, if any) and interest on any Security will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other
governmental charges imposed or levied by or on behalf of Japan or any political subdivision or authority thereof or therein having power to tax, unless such withholding or deduction is required by law. If any such withholding or deduction is
required by Japanese law, the Company will pay to the Holder of such Security such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts received by or on behalf of the Holder or beneficial owner after
such withholding or deduction shall equal the respective amounts of principal of (and premium, if any) and interest which would otherwise have been receivable in respect of such Security in the absence of such withholding or deduction. However, no
such Additional Amounts shall be payable in respect of any payment: 
 (a) received by or on behalf of a Holder
or beneficial owner (i) who is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation or (ii) who fails to comply with the Japanese tax law requirements in respect of the exemption from such
withholding or deduction or (iii) who is otherwise subject to such taxes, duties, assessments or governmental charges by reason of his having some connection with Japan other than the mere holding of, or receipt of payments in respect of, the
Security; or 
 (b) where such Security is presented for payment (where presentation is required) more than 30
days after the date on which such payment first becomes due or after the date on which the full amount payable is duly provided for, whichever occurs later, except to the extent that the Holder of the Security would have been entitled to such
Additional Amounts on presenting the same for payment on the last day of such 30-day period; or 
 (c) where such
withholding or deduction is imposed on a payment to an individual Holder and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order
to conform to, such Directive; or 
 (d) received by or on behalf of a Holder who would be able to avoid such
withholding or deduction by presenting such Security to another Paying Agent; or 
 (e) any combination of the
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 nor shall Additional Amounts be paid with respect to any payment on a Security to or on behalf of a Holder
who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of Japan to be included in the income, for tax purposes, of a beneficiary or settlor with respect to
such fiduciary or a member of such partnership or a beneficial owner who, in each case, would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Security. The obligation
to pay Additional Amounts with respect to any taxes, duties, assessments and other governmental charges shall not apply to (A) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, duty, assessment, fee or other
governmental charge or (B) any tax, duty, assessment, fee or other governmental charge which is payable otherwise than by deduction or withholding from payments of principal of (and premium, if any) or interest on the Security. 
 Any payment of Additional Amounts may be subject to such further exceptions or changes as may be established in the terms of any Securities
established as contemplated by Section 301. 
 For purposes of this Indenture, any references to principal of (and premium,
if any) and interest on Securities shall be deemed to include a reference to any Additional Amounts payable in respect thereof. 
 As soon as practicable after the Company receives Tax Documentation from the Paying Agent, as set forth in Section 312, that relates to the first Interest Payment Date with respect to a series of Securities (or if the Securities of
that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and that relates to each date of payment of principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether any payments due shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the
Securities. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company (only if a payment under
said Securities are then due) will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. 
 Section 1009.    Restriction on Certain Liens. 
 The Company will not, so long as any Securities remain Outstanding, create or permit to be outstanding any mortgage, charge, pledge or other security interest upon the whole or any part of its property, assets or revenues, present or
future, to secure for the benefit of the holders of any External Indebtedness (i) payment of any sum due in respect of any External Indebtedness or (ii) any payment under any guarantee of any External Indebtedness or (iii) any payment
under any indemnity or other like obligation relating to any External Indebtedness, without in any such case at the same time according to the Security either the same security as is granted to or is outstanding in respect of such External
Indebtedness or guarantee of or indemnity or other like obligation in respect of External Indebtedness or such other security, guarantee of or indemnity or other like obligation as shall be approved with the consent of the Holders of a majority in
principal amount of all Securities at the time Outstanding (considered together as one class for this purpose). For the purpose of this Section, “External Indebtedness” means any indebtedness represented by bonds, debentures, notes or
other similar investment securities with a stated maturity of more than one year from the creation thereof, which: 
 (a) are either (i) by their terms payable, or confer a right to receive payment, in any currency other than Japanese yen or (ii) denominated in Japanese yen and more than 50% of the aggregate principal amount thereof is initially
distributed outside Japan by or with the authorization of the issuer thereof; and 
 (b) are for the time being,
or are intended to be, quoted, listed, ordinarily dealt in or traded on any stock exchange or over-the-counter or other securities market outside Japan. 
  

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 ARTICLE ELEVEN 
 REDEMPTION OF SECURITIES 
 Section 1101.    Applicability of Article. 
 Securities of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this
Article. 
 Section 1102.    Election to Redeem; Notice to Trustee.

 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all of the Securities of any series (including any such redemption affecting only a single Security), 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, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
 
Section 1103.    Selection by Trustee of Securities to Be Redeemed. 
 If less than all
the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), 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 and which may provide for
the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 
 The provisions of the
two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the
principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed
only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
  

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 Section 1104.    Notice of Redemption.

 Unless otherwise specified as contemplated by Section 301, notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Date (or within such period as otherwise specified as contemplated by Section 301 for Securities of the relevant series), to each Holder of Securities
to be redeemed, at his address appearing in the Security Register. 
 All notices of redemption shall state: 
 (1) the Redemption Date; 
 (2) the Redemption Price; 
 (3) if less than all the Outstanding
Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less
than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed; 
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and,
if applicable, that interest thereon will cease to accrue on and after said date; 
 (5) the place or places
where each such Security is to be surrendered for payment of the Redemption Price; 
 (6) that the redemption is
for a sinking fund, if such is the case; and 
 (7) if applicable, the CUSIP, ISIN or other numbers of the
Securities of that series. 
 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 and, unless otherwise specified or contemplated by Section 301, shall be irrevocable. 
 Section 1105.    Deposit of Redemption Price. 
 Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date or the Securities of the series provide
otherwise) accrued interest on, all the Securities which are to be redeemed on that date. 
 Section 1106.    Securities Payable on Redemption Date. 
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together, if applicable, with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to
the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

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

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 Section 1107.    Securities Redeemed in
Part. 
 Any Security not constituting a global security which is to be redeemed only in part shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
 Section 1108.    Optional Redemption for Tax Reasons. 
 Unless otherwise specified as contemplated by Section 301 for a particular series of Securities, the Company may, on giving not more than 60 nor less than 45 days’ notice to the Trustee (which
notice shall be irrevocable), redeem the Securities of such series then outstanding at a redemption price equal to the principal amount of the Securities (or if the Securities are Original Issue Discount Securities, such amount as determined as
contemplated by Section 301) plus any accrued but unpaid interest through but not including the date fixed for redemption and any related Additional Amounts, in each case with respect to the Securities being redeemed, in the event that: the
Company determines that, as a result of any change in or amendment to the laws or treaties (or any regulations or rulings promulgated thereunder) of Japan or any political subdivision or authority thereof or therein having power to tax, or any
change in official position regarding the application or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change in or amendment to such laws,
treaties, regulations or rulings becomes effective on or after the date of the final offering document for the relevant series of Securities, the Company has or will become obligated to pay Additional Amounts with respect to the Securities of such
series. The Trustee will notify the Holders at least 30 days prior to the date fixed for any such redemption. Prior to the Company’s giving of any notice of redemption for tax reasons as described in this paragraph, the Company shall deliver to
the Trustee (i) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and
(ii) an Opinion of Counsel to such effect based on such statement of facts; provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which the Company would be obligated to pay such
Additional Amounts if a payment in respect of the Securities were then due. 
 ARTICLE TWELVE 
 SINKING FUNDS 
 
Section 1201.    Applicability of Article. 
 The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities. 
 The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities. 
 Section 1202.    Satisfaction of Sinking Fund Payments with Securities. 
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply
as a credit Securities of a series which have been redeemed either at the election

  

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of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided
that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed,
for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
 
Section 1203.    Redemption of Securities for Sinking Fund. 
 Not less than 60 days
prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107. 
 ARTICLE THIRTEEN 
 DEFEASANCE AND COVENANT DEFEASANCE 
 Section 1301.    Company’s Option to Effect Defeasance or Covenant Defeasance. 
 Unless otherwise provided as contemplated by Section 301, Sections 1302 and 1303 shall apply to any Securities or any series of
Securities, as the case may be, in either case, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article; and the Company may elect, at its option at any time, to have Sections 1302 and 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible
pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election to have or not to have
Sections 1302 and 1303 apply, as the case may be, shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. 
 Section 1302.    Defeasance and Discharge. 
 Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged
from its obligations with respect to such Securities applicable thereto, as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose,
such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights
of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of

  

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and any premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003,
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to the Securities of
any series notwithstanding the prior exercise of its option (if any) to have Section 
1303 applied to such Securities. 
 Section 1303.    Covenant Defeasance. 

 Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, (1) the Company shall be released from each of their obligations under any covenants provided pursuant to Section 301(19), 901(2) or 901(8) for the benefit of the Holders of such Securities, and (2) the
occurrence of any event specified in Sections 501(4) (with respect to any such covenants provided pursuant to Section 301(19), 901(2) or 901(8)) and 501(7) shall be deemed not to be or result in an Event of Default, in each case with respect to
such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect
to such Securities, 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 specified Section (to the extent so specified in the case of Section 501(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby. 
 Section 1304.    Conditions to Defeasance or
Covenant Defeasance. 
 The following shall be the conditions to the application of Section 1302 or Section 1303 to
any Securities or any series of Securities, as the case may be: 
 (1) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or
(ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation
which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified
and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 
  

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 (2) In the event of an election to have Section 1302 apply to any
Securities, or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 
 (3) In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 
 (4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a
result of such deposit. 
 (5) No event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(6) and (7), at any time on or prior to the 90th day
after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 
 (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the
meaning of such Act). 
 (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. 
 (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust
shall be registered under such Act or exempt from registration thereunder. 
 (9) The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
 Section 1305.    Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions. 
 Subject to the provisions of the last paragraph of Section 1003, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the
“Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through
any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money
so held in trust need not be segregated from other funds except to the extent required by law. 
  

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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to
such Securities. 
 Section 1306.    Reinstatement. 
 If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released
pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 
  
  
  

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 This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. 
  

			
	 NOMURA HOLDINGS, INC.,
 as Issuer


		
	By	 	 
	Name:	 	
	Title:	 	


  

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as Trustee

		
	By	 	 
	Name:	 	
	Title:	 	
		
	By	 	 
	Name:	 	
	Title:	 	


  

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