Form of Senior Indenture



 Exhibit 4.1 
 ATLAS AIR WORLDWIDE HOLDINGS, INC., 
 as Issuer 

and 

[                       
         ], 
 as Trustee 

INDENTURE 
 Dated
as of [—], 2012 







 CROSS-REFERENCE TABLE 

 

					
	 Trust Indenture Act Section
	  	 Indenture Section

	 310
	 	 (a)(1)
	  	6.9
		 	 (a)(2)
	  	6.9
		 	 (a)(3)
	  	N.A.
		 	 (a)(4)
	  	N.A.
		 	 (b)
	  	6.8
		 	 (c)
	  	N.A.
	 311
	 	 (a)
	  	6.13
		 	 (b)
	  	6.13
		 	 (c)
	  	N.A.
	 312
	 	 (a)
	  	7.1
		 	 (b)
	  	7.2
		 	 (c)
	  	7.2
	 313
	 	 (a)
	  	7.3
		 	 (b)
	  	N.A.
		 	 (c)
	  	7.3
		 	 (d)
	  	7.3
	 314
	 	 (a)
	  	7.4
		 	 (b)
	  	N.A.
		 	 (c)(1)
	  	1.2
		 	 (c)(2)
	  	1.2
		 	 (c)(3)
	  	N.A.
		 	 (d)
	  	N.A.
		 	 (e)
	  	1.2
		 	 (f)
	  	N.A.
	 315
	 	 (a)
	  	6.1, 6.3
		 	 (b)
	  	6.2
		 	 (c)
	  	6.1
		 	 (c)
	  	6.1
		 	 (e)
	  	5.14
	 316
	 	 (a)(1)(A)
	  	5.12
		 	 (a)(1)(B)
	  	5.13
		 	 (a)(2)
	  	N.A.
		 	 (a)(last sentence)
	  	1.1 (“Outstanding”)
		 	 (b)
	  	5.7, 5.8
		 	 (c)
	  	5.12, 10.7
	 317
	 	 (a)(1)
	  	5.3
		 	 (a)(2)
	  	5.4
		 	 (b)
	  	4.2
	 318
	 	 (a)
	  	1.7

 N.A. means Not Applicable. 

 
  
 Note: This Cross-Reference Table shall not be deemed to be part of the Indenture. 

  
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 TABLE OF CONTENTS 

 

							
	 	  	Page	 
	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	  
			
	 Section 1.1.
	  	Definitions	  	 	1	  
			
	 Section 1.2.
	  	Compliance Certificates and Opinions	  	 	6	  
			
	 Section 1.3.
	  	Form of Documents Delivered to Trustee	  	 	7	  
			
	 Section 1.4.
	  	Acts of Holders	  	 	7	  
			
	 Section 1.5.
	  	Notices, Etc.. to Trustee or Company	  	 	9	  
			
	 Section 1.6.
	  	Notice to Holders: Waiver	  	 	9	  
			
	 Section 1.7.
	  	Conflict with Trust Indenture Act	  	 	9	  
			
	 Section 1.8.
	  	Effect of Headings and Table of Contents	  	 	10	  
			
	 Section 1.9.
	  	Successors and Assigns	  	 	10	  
			
	 Section 1.10.
	  	Separability Clause	  	 	10	  
			
	 Section 1.11.
	  	Benefits of Indenture	  	 	10	  
			
	 Section 1.12.
	  	Governing Law	  	 	10	  
			
	 Section 1.13.
	  	Legal Holidays	  	 	10	  
		
	 ARTICLE II SECURITY FORMS
	  	 	11	  
			
	 Section 2.1.
	  	Forms Generally	  	 	11	  
			
	 Section 2.2.
	  	Form of Trustee’s Certificate of Authentication	  	 	11	  
		
	 ARTICLE III THE SECURITIES
	  	 	11	  
			
	 Section 3.1.
	  	Amount Unlimited; Issuable in Series	  	 	11	  
			
	 Section 3.2.
	  	Denominations	  	 	14	  
			
	 Section 3.3.
	  	Execution, Authentication, Delivery and Dating	  	 	14	  
			
	 Section 3.4.
	  	Temporary Securities	  	 	16	  
			
	 Section 3.5.
	  	Registration: Registration of Transfer and Exchange	  	 	16	  
			
	 Section 3.6.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	 	18	  
			
	 Section 3.7.
	  	Payment of Interest: Interest Rights Preserved	  	 	18	  
			
	 Section 3.8.
	  	Persons Deemed Owners	  	 	20	  
			
	 Section 3.9.
	  	Cancellation	  	 	20	  
			
	 Section 3.10.
	  	Computation of Interest	  	 	20	  
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	 	20	  
			
	 Section 4.1.
	  	Satisfaction and Discharge of Indenture	  	 	20	  
			
	 Section 4.2.
	  	Application of Trust Money	  	 	21	  


  
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	 ARTICLE V REMEDIES
	  	 	22	  
			
	 Section 5.1.
	  	Events of Default	  	 	22	  
			
	 Section 5.2.
	  	Acceleration of Maturity; Rescission and Annulment	  	 	24	  
			
	 Section 5.3.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	25	  
			
	 Section 5.4.
	  	Trustee May File Proofs of Claim	  	 	26	  
			
	 Section 5.5.
	  	Trustee May Enforce Claims Without Possession of Securities	  	 	27	  
			
	 Section 5.6.
	  	Application of Money Collected	  	 	27	  
			
	 Section 5.7.
	  	Limitation on Suits	  	 	27	  
			
	 Section 5.8.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	 	28	  
			
	 Section 5.9.
	  	Restoration of Rights and Remedies	  	 	28	  
			
	 Section 5.10.
	  	Rights and Remedies Cumulative	  	 	28	  
			
	 Section 5.11.
	  	Delay or Omission Not Waiver	  	 	28	  
			
	 Section 5.12.
	  	Control by Holders	  	 	29	  
			
	 Section 5.13.
	  	Waiver of Past Defaults	  	 	29	  
			
	 Section 5.14.
	  	Undertaking for Costs	  	 	30	  
			
	 Section 5.15.
	  	Waiver of Usury, Stay or Extension Laws	  	 	30	  
		
	 ARTICLE VI THE TRUSTEE
	  	 	30	  
			
	 Section 6.1.
	  	Certain Duties and Responsibilities	  	 	30	  
			
	 Section 6.2.
	  	Notice of Defaults	  	 	31	  
			
	 Section 6.3.
	  	Certain Rights of Trustee	  	 	32	  
			
	 Section 6.4.
	  	Not Responsible for Recitals or Issuance of Securities	  	 	33	  
			
	 Section 6.5.
	  	May Hold Securities	  	 	33	  
			
	 Section 6.6.
	  	Money Held in Trust	  	 	33	  
			
	 Section 6.7.
	  	Compensation and Reimbursement	  	 	34	  
			
	 Section 6.8.
	  	Disqualification; Conflicting Interests	  	 	34	  
			
	 Section 6.9.
	  	Corporate Trustee Required; Eligibility	  	 	34	  
			
	 Section 6.10.
	  	Resignation and Removal; Appointment of Successor	  	 	35	  
			
	 Section 6.11.
	  	Acceptance of Appointment by Successor	  	 	36	  
			
	 Section 6.12.
	  	Merger, Conversion, Consolidation or Succession to Business	  	 	37	  
			
	 Section 6.13.
	  	Preferential Collection of Claims	  	 	37	  
			
	 Section 6.14.
	  	Appointment of Authenticating Agent	  	 	37	  
		
	 ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	 	39	  
			
	 Section 7.1.
	  	Company to Furnish Trustee Names and Addresses of Holders	  	 	39	  
			
	 Section 7.2.
	  	Preservation of Information; Communications to Holders	  	 	39	  


  
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	 Section 7.3.
	  	Reports by Trustee	  	 	40	  
			
	 Section 7.4.
	  	Reports by Company	  	 	40	  
		
	 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	 	41	  
			
	 Section 8.1.
	  	Company May Consolidate, Etc., Only on Certain Terms	  	 	41	  
			
	 Section 8.2.
	  	Successor Substituted	  	 	42	  
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	 	42	  
			
	 Section 9.1.
	  	Supplemental Indentures Without Consent of Holders	  	 	42	  
			
	 Section 9.2.
	  	Supplemental Indentures with Consent of Holders	  	 	43	  
			
	 Section 9.3.
	  	Execution of Supplemental Indentures	  	 	44	  
			
	 Section 9.4.
	  	Effect of Supplemental Indentures	  	 	44	  
			
	 Section 9.5.
	  	Conformity with Trust Indenture Act	  	 	44	  
			
	 Section 9.6.
	  	Reference in Securities to Supplemental Indentures	  	 	45	  
		
	 ARTICLE X COVENANTS
	  	 	45	  
			
	 Section 10.1.
	  	Payment of Principal, Premium and Interest	  	 	45	  
			
	 Section 10.2.
	  	Maintenance of Office or Agency	  	 	45	  
			
	 Section 10.3.
	  	Money for Securities Payments to Be Held in Trust	  	 	46	  
			
	 Section 10.4.
	  	Corporate Existence	  	 	47	  
			
	 Section 10.5.
	  	Maintenance of Properties	  	 	47	  
			
	 Section 10.6.
	  	Statement by Officers as to Default	  	 	47	  
			
	 Section 10.7.
	  	Waiver of Covenant	  	 	47	  
		
	 ARTICLE XI REDEMPTION OF SECURITIES
	  	 	48	  
			
	 Section 11.1.
	  	Applicability of Article	  	 	48	  
			
	 Section 11.2.
	  	Election to Redeem: Notice to Trustee	  	 	48	  
			
	 Section 11.3.
	  	Selection by Trustee of Securities to Be Redeemed	  	 	48	  
			
	 Section 11.4.
	  	Notice of Redemption	  	 	49	  
			
	 Section 11.5.
	  	Deposit of Redemption Price	  	 	49	  
			
	 Section 11.6.
	  	Securities Payable on Redemption Date	  	 	50	  
			
	 Section 11.7.
	  	Securities Redeemed in Part	  	 	50	  
		
	 ARTICLE XII SINKING FUNDS
	  	 	50	  
			
	 Section 12.1.
	  	Applicability of Article	  	 	50	  
			
	 Section 12.2.
	  	Satisfaction of Sinking Fund Payments with Securities	  	 	51	  
			
	 Section 12.3.
	  	Redemption of Securities for Sinking Fund	  	 	51	  


  
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	 ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
	  	 	51	  
			
	 Section 13.1.
	  	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	  	 	51	  
			
	 Section 13.2.
	  	Defeasance and Discharge	  	 	52	  
			
	 Section 13.3.
	  	Covenant Defeasance	  	 	52	  
			
	 Section 13.4.
	  	Conditions to Defeasance or Covenant Defeasance	  	 	53	  
			
	 Section 13.5.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	 	54	  


  
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 INDENTURE, dated as of [•], 2012, between Atlas Air Worldwide Holdings, Inc., a
Delaware corporation (herein called the “Company”), having its principal executive offices at 2000 Westchester Avenue, Purchase, New York, and [            ] National Association,
a national banking association, 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 senior debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. 

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 covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof, as follows: 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 
 Section 1.1. 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, 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 at the date of such computation; and 
 (4) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision. 
 “Act”, when used with respect to any Holder, has the meaning specified in Section 1.4(a).








 “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with, such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate
Securities. 
 “Board of Directors” means the board of directors of the Company or any duly authorized committee of
such board. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of
the Company to have been dub+ adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in
The City of New York or the city in which the Corporate Trust Office is located are required or authorized to close. 

“Capital Stock” for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) stock issued by that corporation. 
 “Commission” means
the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934 or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
 “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 any two Officers. 
 “Corporate Trust Office” means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered, which office, as at the date of this Indenture, is located at
[                            ], Attention: Corporate Trust Administration. 

The term “corporation” includes corporations, associations, companies (including limited liability companies) and business
trusts. 
 The terms “covenant defeasance” and “defeasance” bear the meanings assigned to such terms,
respectively, by Sections 13.3 and 13.2. 

  
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 The term “default”, when used in Section 6.2, has the meaning specified in
Section 6.2. “Defaulted Interest” has the meaning specified in Section 3.7(b). 
 “Depositary”
means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary for such series by the Company pursuant to Section 3.1(b)(15), which
Person shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended; and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any series shall mean the
Depositary with respect to the Securities of such series. 
 “Event of Default” has the meaning specified in
Section 5.1. 
 “Global Security” or “Global Securities” means a Security or Securities, as the case
may be, evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. 
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
 “Indebtedness” of any person means indebtedness for borrowed money and indebtedness under purchase money mortgages or other purchase money liens or conditional sales or similar title retention
agreements, in each case where such indebtedness has been created, incurred, or assumed by such person to the extent such indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with generally accepted
accounting principles, guarantees by such Person of such indebtedness, and indebtedness for borrowed money secured by any mortgage, pledge or other lien or encumbrance upon property owned by such Person, even though such person has not assumed or
become liable for the payment of such indebtedness. 
 “Indenture” means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by
Section 3.1. 
 “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. 
 “Market Exchange
Rate” has the meaning specified in Section 1.4(1). 
 “Maturity”, when used with respect to any Security,
means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.
“Notice of Default” has the meaning specified in Section 5.1. 

  
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 “Officer” means the Chairman of the Board of Directors, any Vice Chairman of the
Board of Directors, the Chief Executive Officer, the President, Chief Financial Officer, any Senior Vice President, the Treasurer, the Secretary or the Controller of the Company. 

“Officers’ Certificate” means a certificate signed by any two Officers. An Officers’ Certificate provided pursuant to
Section 10.6 shall be signed by the principal executive, financial or accounting Officer of the Company. 
 “Opinion
of Counsel” means a written opinion of counsel, who may be counsel for the Company (including an employee or officer of the Company or any of its Affiliates) and who shall be reasonably acceptable to the Trustee. 

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2. 

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation; 
 (ii) Securities for whose payment or redemption money (or in the case of payment by defeasance
under Section 13.2, money, U.S. Government Obligations or both) in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust, or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent), for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made and provided further, in the case of payment by defeasance under Section 13.2, that all conditions precedent to the application of such Section shall have been satisfied; and 

(iii) Securities which have been paid pursuant to Section 3.6 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 any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 5.2 and (ii) Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so 

  
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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 independent right so to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof. 
 “Place of Payment”, when used with
respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 3.1 or, if not so specified, the
City of New York, New York. 
 “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture. 
 “Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as contemplated by Section 3.1. 
 “Responsible
Officer”, when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. 
 “Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.5(a). 
 “Senior Vice President” means any senior vice president,
whether or not designated by a number or a word or words added before or after the title “senior vice president”. 

  
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 “Special Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 3.7 (b). 
 “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 (i) a corporation, a majority of whose Capital Stock with voting power, under ordinary circumstances,
to elect directors is, at the date of determination, directly or indirectly owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, (ii) a partnership in which the Company
or a Subsidiary of the Company holds a majority interest in the equity capital or profits of such partnership, or (iii) any other 
 Person (other than a corporation or partnership) in which the Company, a Subsidiary of the Company or the Company and one or more Subsidiaries of the Company, directly or indirectly, at the date of
determination, has (x) at least a majority ownership interest or (y) the power to elect or direct the election of a majority of the directors or other governing body of such person. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed,
except as provided in Section 9.5 and, to the extent required by any amendment thereto, the Trust Indenture Act of 1939, as 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 set
forth in Section 13.4(a). 
 Section 1.2. Compliance Certificates and Opinions. 

(a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion need be furnished. 
 (b) Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.6) 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; 

  
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 (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, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been
complied with. 
 Section 1.3. Form of Documents Delivered to Trustee. 

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or more documents. 
 (b) Any certificate or opinion of any officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument. 
 Section 1.4. Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or
taken by 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, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

  
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 (b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to
him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c) The ownership of Securities shall be proved by the Security Register. 
 (d)
Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company in reliance thereon, whether or not notation of such action is made upon such Security or such other Security.

 (e) The Depositary selected pursuant to subsection (15) of Section 3.1, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take hereunder. 

(f) Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant
to Section 3.1 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all
series or all series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any series which are denominated in a coin or currency other than U.S. Dollars, then the principal amount of
Securities of such series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of U.S. Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this
Section 1.04 (f), “Market Exchange Rate” shall mean the noon U.S. Dollar buying rate in The City of New York for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate
is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or quotations from one or more major banks in The
City of New York or in the country of issue of the currency in question or such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent
principal amount in respect of Securities of a series denominated in currency other than U.S. Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All decisions and determinations of the
Trustee regarding the Market Exchange Rate or any alternative determination provided for in this paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders. 

  
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 Section 1.5. Notices, Etc., to Trustee or Company. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or the Company
shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
 (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 office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company. 
 Section 1.6. Notice to Holders; Waiver. 
 (a) Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, 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. 
 (b) In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Section 1.7. Conflict with Trust Indenture Act. 
 If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act such imposed duties shall control. If any provision of the Indenture limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is 

  
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required under the Trust Indenture Act to be a part of and govern the Indenture, such provision of the Trust Indenture Act shall control. If any provision of the Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Indenture as such provision of the Trust Indenture Act is so modified or excluded, as the case may be. 

Section 1.8. Effect of Headings and Table of Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 Section 1.9. Successors and Assigns. 
 All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 1.10. Separability
Clause. 
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 1.11.
Benefits of Indenture. 
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 1.12. Governing Law. 
 This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of New York. 
 Section 1.13. Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on the amount then payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 

  
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 ARTICLE II 
 SECURITY FORMS 
 Section 2.1. Forms Generally. 

(a) The Securities of each series shall be in substantially the form as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities, as evidenced by their execution of such
Securities. 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 by the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. 
 (b) The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution of such Securities. 
 Section 2.2. 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 therein referred to in the within-mentioned Indenture. 

 

			
	[______] National Association, as Trustee
		
	By	 	 
		 	 Authorized Signatory



 ARTICLE III 
 THE SECURITIES 
 Section 3.1. Amount Unlimited; Issuable in Series. 

(a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

(b) The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and (subject to
Section 3.3) set forth or determined as 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 all other
Securities); 

  
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 (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 3.4,
3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, 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 the
Securities of the series is payable and/or the method by which such date or dates shall be determined; 
 (5) the
rate or rates (or method for establishing the rate or rates) at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be
payable and the Regular Record Date for the interest payable on any Interest Payment Date (or method for establishing such date or dates); 
 (6) the place or places where the principal of (and premium, if any) and interest on Securities of the series shall be payable; 

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the Company; 
 (8) any provisions relating to
convertibility or exchangeability of the Securities for other Securities or any equity securities of the Company; 
 (9) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the
series shall be issuable; 
 (11) if other than the full principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or the method by which such portion shall be determined; 

  
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 (12) if other than such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public or private debts, the currency or currencies (including composite currencies) in which payment of the principal of (and premium, if any) and/or interest on the Securities of the series
shall be payable; 
 (13) if the principal of (and premium, if any) and/or interest on the Securities of the
series are to be payable, at the election of the Company or any Holder, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the period or periods within which, and the terms
and conditions, upon which, such election may be made; 
 (14) if the amounts of payments of principal of (and
premium, if any) and/or interest on the Securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; 

(15) in the case of Securities of a series the terms of which are not established pursuant to subsection (11),
(12) or (13) above, whether either or both of Section 13.2 or Section 13.3 shall be applicable to the Securities of such series; or, in the case of Securities the terms of which are established pursuant to subsection (11),
(12) or (13) above, the adoption and applicability, if any, to such Securities of any terms and conditions similar to those contained in Section 13.2 and/or Section 13.3; 

(16) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities
and, in such case, the Depositary for such Global Security or Securities; 
 (17) any additional or different
events of default that apply to Securities of the series, and any change in the right of the Trustee or the Holders of such Securities to declare the principal thereof due and payable; 

(18) any additional or different covenants that apply to Securities of the series; 

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

(20) any other terms of the series (which terms shall not contradict the provisions of this Indenture). 

(c) All Securities of any one series shall be substantially identical except as to interest rates, method for determining interest rates,
Interest Payment Dates, Regular Record Dates, redemption terms, Stated Maturity, denomination, date of authentication, currency, any index for determining amounts payable, and except as may otherwise be provided in or pursuant to such Board
Resolution and set forth or determined as provided in such Officers’ Certificate or in any such indenture supplemental hereto. 

  
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 (d) If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the
terms of the series. With respect to Securities of a series constituting a medium term note program, such Board Resolution may provide general terms or parameters for Securities of such series and may provide that the specific terms of particular
Securities of such series, and the Persons authorized to determine such terms or parameters, may be determined in accordance with or pursuant to the Company Order referred to in Section 3.3. 

Section 3.2. Denominations. 
 The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 Section 3.3. Execution, Authentication, Delivery and Dating. 
 (a) The
Securities shall be executed on behalf of the Company by any Officer and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these Officers on the Securities may be manual or facsimile. 

(b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any
series executed 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 such Company Order shall authenticate and deliver such
Securities; provided, that, with respect to Securities of a series constituting a medium term note program, the Trustee shall authenticate and deliver Securities of such series for original issue from time to time in the aggregate principal amount
established for such series pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order. The maturity dates, original issue dates, interest rates and any other terms of the
Securities of such series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral instructions from the Company or its
duly authorized agent, which instructions shall be promptly confirmed in writing. 
 (d) If the form or terms of the Securities
of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, 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 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating, 
 (1) if the form of any of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of
this Indenture; 

  
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 (2) if the terms of any of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, 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, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights
and to general equity principles. 
 (e) Notwithstanding that such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture would adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which
is not reasonably acceptable to the Trustee. 
 (f) Notwithstanding the provisions of Section 3.1 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 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding paragraph at or prior to the time of authentication of each Security of such series if such documents have been delivered at or prior to the time of authentication upon original issuance of the first
Security of such series to be issued. 
 (g) With respect to Securities of a series constituting a medium term note program, if
the form and general terms of the Securities of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as permitted by Sections 2.1 and 3.1 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 6.1) shall be fully protected in relying upon, in addition to the foregoing
documents and Opinion of Counsel, or in lieu of clause (c) above, an Opinion of Counsel stating that the Securities have been duly authorized by the Company and, when duly executed by the Company and completed and authenticated by the Trustee
in accordance with the Indenture and issued, delivered and paid for in accordance with any applicable distribution agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. 

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

  
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 (i) No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 together with a written statement (which need not comply with Section 1.2 and need
not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture. 
 Section 3.4. Temporary Securities. 

(a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order from the Company, the
Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which
they are issued, with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as evidenced by their execution of such Securities. 

(b) If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and of like tenor, of authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series. 
 Section 3.5. Registration; Registration
of Transfer and Exchange. 
 (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided. 

  
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 (b) Upon surrender for registration of transfer of any Security of any series at an office
or agency of the Company in a Place of Payment designated by the Company pursuant to Section 10.2 for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 
 (c) At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon
surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. 
 (d) All Securities issued upon any registration of transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

(e) Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. 

(f) No service charge shall be made for any registration of transfer or for exchange of Securities, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not
involving any transfer. 
 (g) The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.3 and ending at the close of
business on the day of such mailing, or (ii) 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. 

(h) Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this Section 3.5 for Securities registered
in the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if any time such Depositary
ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall
have occurred and be continuing an Event of Default of which the Trustee has been notified with respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in
such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 

  
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 (i) Notwithstanding any other provision in this Indenture, a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. 

Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities. 
 (a) If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like
tenor and principal amount, and bearing a number not contemporaneously outstanding. 
 (b) If there shall be delivered to the
Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then,
in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of the same series and of like tenor and principal amount, and bearing a number not contemporaneously outstanding. 
 (c) In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such
Security. 
 (d) Upon the issuance of any new Security under this Section, the Company or the Trustee may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and its counsel) connected therewith. 

(e) Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder. 
 (f) The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 Section 3.7. Payment of Interest; Interest Rights Preserved. 
 (a)
Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 

  
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 (b) Any interest on any Security of any series which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder entitled to such interest by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 
 (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date (as defined below)
for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the
proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record
date (the “Special Record Date”) for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 
 (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the
Trustee. 
 (c) 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. 

  
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 Section 3.8. 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 premium, if any) and (subject to Section 3.7) 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. 
 Section 3.9. 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 canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)
for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order from the Company. 

Section 3.10. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day
months. 
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
 Section 4.1. Satisfaction and Discharge of Indenture.

 (a) This Indenture shall upon Company Request from the Company cease to be of further effect with respect to Securities of
any series (except as to any surviving rights of registration of transfer or exchange of Securities of such series and replacement of lost, stolen or mutilated Securities of such series herein expressly provided for), and the Trustee, on the demand
of and at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when 
 (1) either 
 (A) all Securities of such series theretofore
authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities of such


  
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series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 10.3) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities
of such series 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, 
 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 an amount sufficient to pay and discharge the entire indebtedness on such Securities of such series not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and
interest to the date of such deposit (in the case of Securities of such series which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; and 

(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. 

(b) At any time when no Securities of any series are outstanding, this Indenture shall upon Company Request cease to be of further effect
and the Trustee, at the expense of the Company, shall execute instruments of satisfaction and discharge of this Indenture. 

(c) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 6.7 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 4.2 and the last paragraph of Section 10.3 shall
survive. 
 Section 4.2. Application of Trust Money. 
 Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1, all money and U.S. Government Obligations deposited with the
Trustee pursuant to Section 13.2 or Section 13.3 and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 13.2 or Section 13.3, 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 Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee as contemplated by Section 4.1, Section 13.2 or Section 13.3. 

  
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 ARTICLE V 
 REMEDIES 
 Section 5.1. Events of Default. 

“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body): 
 (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 premium, if any, on) any Security of that series at its Maturity; or 
 (3)
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; 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 a series of Securities other than the series in respect of which the Event of Default is being determined), and continuance of such
default or breach for a period of 60 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) a default under any bond, debenture, note or other evidence of or agreement for Indebtedness by the Company (including
a default with respect to Securities of any series other than that series) or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company (including this Indenture), whether such Indebtedness now exists or shall hereafter be created, which default shall have resulted in such Indebtedness in an aggregate principal amount of $25,000,000 or more becoming or being declared due and
payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company 

  
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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 and requiring the Company to cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; provided, however, that, subject to the provisions of Sections 6.1 and 6.2, the Trustee shall not be deemed to have
knowledge of such default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such default or (B) a Responsible Officer of the Trustee shall have received written notice thereof from the Company, from any
Holder, from the holder of any such Indebtedness or from the trustee under any such mortgage, indenture or other instrument; 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 under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 

(7) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or of any substantial part of its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of any such action; or 
 (8) any
other Event of Default provided with respect to Securities of that series. 
 Subject to the provisions of Section 6.1
hereof, the Trustee shall not be deemed to have knowledge of an Event of Default hereunder (except for those described in paragraphs (1) through (3) above) unless a Responsible Officer of the Trustee shall have actual knowledge thereof or
shall have received written notice thereof. 

  
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 Section 5.2. Acceleration of Maturity; Rescission and Annulment. 

(a) If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in
clause (6) or (7) of Section 5.1) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount
(or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in
clause (6) or (7) of Section 5.1 occurs, the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the
terms thereof) of all of the Outstanding Securities of that series shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of any Security of that series. 

(b) At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: 
 (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 interest thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to the extent that payment of such interest is lawful, interest upon overdue principal (and premium, if any) and overdue interest at the rate or rates prescribed therefor in such Securities, and

 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; 
 and 

(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 5.13. 

  
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 (c) No such rescission shall affect any subsequent default or impair any right consequent
thereon. 
 (d) Upon receipt by the Trustee of any declaration of acceleration, or rescission and annulment thereof, with
respect to Securities of a series all or part of which is represented by a Global Security, the Trustee shall establish a record date for determining Holders of Outstanding Securities of such series entitled to join in such declaration of
acceleration, or rescission and annulment, as the case may be, which record date shall be at the close of business on the day the Trustee receives such declaration of acceleration, or rescission and annulment, as the case may be. The Holders on such
record date, or their duly designated proxies, and only such persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date;
provided, that unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior to the day which is 90 days after such record date,
such declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, after expiration of such 90-day period, a new declaration of acceleration, or rescission or annulment thereof, as the case may be, that is identical to a declaration of acceleration, or rescission or annulment thereof, which has
been canceled pursuant to the provision to the preceding sentence, in which event a new record date shall be established pursuant to the provision of this Section 5.2. 
 Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee. 
 (a) 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; or 

(3) default is made in the deposit of any sinking fund payment, when and as due by the terms of a Security; 

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel. 
 (b) If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name
and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor
upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 

  
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 (c) If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

Section 5.4. Trustee May File Proofs of Claim. 
 (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium, if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

 (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and
unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 
 (ii) to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. 
 (b) Any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7. 
 (c) Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. 
 (d) The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters
it deems advisable. 

  
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 Section 5.5. Trustee May Enforce Claims Without Possession of Securities. 

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
recovered. 
 Section 5.6. 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 premium, if any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

FIRST: To the payment of all amounts due the Trustee under Section 6.7; 

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in
respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest,
respectively; and 
 THIRD: To the Company. 
 Section 5.7. 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 the Trustee 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 

  
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 (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 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 5.8. 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 premium, if any) and (subject to Section 3.7) interest on such Security on the Stated Maturity or 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 5.9. Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

Section 5.10. Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

 Section 5.11. Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Every right and remedy given by this 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. 

  
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 Section 5.12. Control by Holders. 

(a) The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that, 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, nor subject the Trustee to a risk
of personal liability in respect of which the Trustee has not received indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action, and 

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

 (b) Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee shall establish a record date for determining Holders of outstanding Securities of such series entitled to join in such direction, which record date shall be at the close of business on the day the
Trustee receives such direction. The Holders on such record date, or their duly designated proxies, and only such persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, that
unless such majority in principal amount shall have been obtained prior to the day which is 90 days after such record date, such direction shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical to a direction which has been canceled pursuant to the provisions to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this Section 5.12. 
 Section 5.13. Waiver of Past
Defaults. 
 (a) The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may
on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default: 

(1) in the payment of the principal of (or premium, if any) 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. 
 (b) Upon any such waiver, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


  
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 Section 5.14. Undertaking for Costs. 

Each party to this Indenture agrees, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security
on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 

Section 5.15. Waiver of Usury, Stay or Extension Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay
or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and 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 VI 
 THE TRUSTEE 
 Section 6.1. Certain Duties and Responsibilities. 

(a) Except during the continuance of an Event of Default, 

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture. 

  
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 (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that, 
 (1) this subsection shall not be
construed to limit the effect of subsection (a) of this Section; 
 (2) the Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction, determined as provided in Section 5.12, of the
Holders of a majority in principal amount of the Outstanding Securities of any series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series; and 
 (4) no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section. 
 Section 6.2. Notice of Defaults. 

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by
mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series. 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. 

  
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 Section 6.3. Certain Rights of Trustee. 

Subject to the provisions of Section 6.1: 
 (a) the Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or as
otherwise expressly provided herein, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 
 (d) the Trustee may consult with counsel 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; 
 (e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture (including, without limitation, instituting, conducting or defending any litigation), unless such Holders shall
have offered to the Trustee reasonable 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; 

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 
 (h) except for an Event of Default described in paragraphs (1) through (3) of Section 5.1, the Trustee shall not be deemed to have notice of any Event of Default unless a Responsible
Officer of the Trustee shall have actual knowledge thereof or unless written notice of any Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities
and this Indenture; 

  
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 (i) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including Security Registrar and Paying Agent), and each agent, custodian and other Person
employed to act hereunder; 
 (j) the Trustee is not required to give any bond or surety with respect to the performance of its
duties or the exercise of its powers under this Indenture; 
 (k) the Trustee shall have no responsibility for any information
in any offering document or other disclosure material distributed with respect to any series of Securities, and the Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Securities,
other than the filing of any documents required to be filed by an indenture trustee pursuant to the Trust Indenture Act or otherwise required in the Indenture; and 
 (l) the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties. 
 Section 6.4. 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 or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any
time or otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Indenture. 

Section 6.5. May Hold Securities. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

Section 6.6. Money Held in Trust. 
 Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company. 

  
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 Section 6.7. Compensation and Reimbursement. 

The Company agrees: 
 (1) to pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and for its services hereunder as Trustee, Paying Agent, Security Registrar and in all other
capacities in which it is serving hereunder as the Company and the Trustee shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and 
 (3) to indemnify the Trustee and its agents, directors, employees and officers for, and to hold them harmless against, any loss, liability or out-of-pocket expense (including the reasonable compensation
and the expenses and disbursements of its agents and counsel) incurred without negligence, bad faith or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and out-of-pocket expenses of defending itself against any claim or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder. 

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular Securities. If the Trustee incurs out-of-pocket expenses
or renders services after the occurrence of an Event of Default, the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable
federal or state law for the relief of debtors. The provisions of this Section 6.7 shall survive the resignation or removal of the Trustee and the termination of this Indenture. 
 Section 6.8. Disqualification; Conflicting Interests. 
 The Trustee
shall comply with the terms of Section 310(b) of the Trust Indenture Act. 
 Section 6.9. Corporate Trustee Required;
Eligibility. 
 There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant 

  
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to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article. 
 Section 6.10. Resignation and Removal; Appointment of Successor.

 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required
by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
 (d) If at any time: 
 (1) the Trustee shall fail to comply with
Section 6.8 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 6.9 and shall fail to resign after written request therefor by the Company or any such Holder, or 

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such 

  
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series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If,
within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11,
become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the
Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
 Section 6.11.
Acceptance of Appointment by Successor. 
 (a) In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment hereunder of
a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (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 

  
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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. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) and (b) of this Section, as the case may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article. 
 Section 6.12. Merger, Conversion, Consolidation or Succession to Business. 

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all 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 or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities. 
 Section 6.13. Preferential Collection of Claims. 

The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 
 Section 6.14. Appointment of Authenticating Agent. 
 (a) At any time
when any of the Securities remain Outstanding, the Trustee may and, upon request of the Company, shall appoint an Authenticating Agent or Agents with respect to one or more series of Securities, which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial 

  
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redemption thereof or pursuant to Section 3.6. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

(b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to
be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

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

  
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 (e) If an appointment of an Authenticating Agent with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 

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

 

			
	 [___________] National Association,
 As Trustee

		
	By	 	 
		 	 As Authenticating Agent

		
	By	 	 
		 	 Authorized Signatory



 ARTICLE VII 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 Section 7.1. Company to Furnish
Trustee Names and Addresses of Holders. 
 If the Trustee is not the Security Registrar, the Company will furnish or cause
to be furnished to the Trustee: 
 (a) semi-annually (at intervals of not more than six months), not later than 15 days after
each Regular Record Date (or, if there is no Regular Record Date relating to a series, semi-annually on dates set forth in the Board Resolution or supplemental indenture with respect to such series), a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such date, and 
 (b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished. 

Section 7.2. Preservation of Information; Communications to Holders. 

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 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 7.1 upon receipt of a new list so furnished. 

  
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 (b) Holders of any series may communicate pursuant to Section 312(b) of the Trust
Indenture Act with other Holders of that series or any other series with respect to their rights under this Indenture or the Securities of that series or any other series. The Company, the Trustee, the Registrar and any other Person shall have the
protection of Section 312(c) of the Trust Indenture Act. 
 Section 7.3. Reports by Trustee. 

(a) Within 60 days after May 15 of each year, commencing the May 15 following the date of this Indenture, the Trustee shall, to
the extent that any of the events described in Section 313(a) of the Trust Indenture Act occurred within the previous twelve months, but not otherwise, mail to each Holder a brief report dated as of such date that complies with
Section 313(a) of the Trust Indenture Act, The Trustee also shall comply with the other provisions of Section 313 of the Trust Indenture Act. 
 (b) A copy of each report at the time of its mailing to Holders shall be mailed to the Company and filed with the Commission and each securities exchange, if any, on which the Securities of that series
are listed. 
 (c) The Company shall notify the Trustee if the Securities of any series become listed on any securities exchange
or of any delisting thereof and the Trustee shall comply with Section 313(d) of the Trust Indenture Act. 
 Section 7.4. Reports by
Company. 
 (a) The Company shall: 
 (1) file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with, and to the extent required by, rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
 (3) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents
and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 

  
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 (b) Delivery of any information, documents and reports to the Trustee pursuant to paragraph
(a) (1) and (a) (2) of this Section is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

ARTICLE VIII 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 Section 8.1. Company May Consolidate, Etc., Only on Certain Terms. 

The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company, unless: 
 (1) in case the Company shall consolidate with or merge into another corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the corporation 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 organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance and 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 and treating any Indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event
of Default, shall 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. 

  
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 Section 8.2. Successor Substituted. 

Upon any consolidation by the Company with or merger by the Company into any other corporation or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an entirety in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or the Person 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 IX 
 SUPPLEMENTAL INDENTURES 

Section 9.1. Supplemental Indentures Without Consent of Holders. 
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee (at the direction of the Company) at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form reasonably 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 

(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; or

 (3) to add any additional Events of Default with respect to all or any series of Securities (and if such
Events of Default are to be for the benefit of less than all series of Securities, stating that such 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 bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 

(5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall
become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 

  
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 (6) to establish the form or terms of Securities of any series as permitted
by Sections 2.1 and 3.1; or 
 (7) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series or to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11(b); or 
 (8) 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 such action shall not adversely
affect the interests of the Holders of Securities of any series in any material respect; or 
 (9) to comply with
any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act. 

Section 9.2. Supplemental Indentures with Consent of Holders. 
 (a) With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series so affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee (at the direction of the Company) 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 the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture. Without the consent of
the Holder of each Outstanding Securities affected thereby, a supplemental indenture under this Section 9.2 shall not (with respect to any Outstanding Security held by a non-consenting Holder): 

(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 that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the 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 
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 

  
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 (3) modify any of the provisions of this Section, Section 5.13 or
Section 10.7, 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, or the deletion of this proviso, in accordance with the
requirements of Sections 6.11(b) and 9.1(7). 
 (b) A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 

(c) 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. 
 (d) The Company may set a record date
for purposes of determining the identity of Holders of Securities entitled to consent pursuant to this Section. Such record date shall be the later of (i) thirty days prior to the first solicitation of such consent or (ii) the date of the
most recent list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 7.1. 
 Section 9.3. Execution
of Supplemental Indentures. 
 In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers’ Certificate and
an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the provisions hereof (including Section 9.5 hereof). 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 or liabilities under this Indenture or otherwise. 
 Section 9.4. Effect of Supplemental Indentures. 
 Upon the execution
of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. 
 Section 9.5. Conformity with Trust Indenture Act.

 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act
as then in effect. 

  
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 Section 9.6. Reference in Securities to Supplemental Indentures. 

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company, and such Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

ARTICLE X 

COVENANTS 
 Section 10.1.
Payment of Principal, Premium and Interest. 
 (a) The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 

(b) An installment of principal or interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds on that
date money designated for and sufficient to pay such installment and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or otherwise. 
 Section 10.2. Maintenance of Office or Agency. 
 (a) The Company will
maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
 (b) The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series
for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

  
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 Section 10.3. Money for Securities Payments to Be Held in Trust. 

(a) If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act. 
 (b) Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 (a) The
Company will cause each Paying Agent for any series of Securities other than the Trustee or the Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will: 
 (1) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the
making of any payment of principal (and premium, if any) or interest on the Securities of that series; and 
 (3)
at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
 (b) 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 of the Company, 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. 
 (c)
Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series, and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request of the Company 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. 

  
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 Section 10.4. Corporate 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 Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not disadvantageous in a material respect to the Holders. 

Section 10.5. Maintenance of Properties. 
 The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments, and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders. 
 Section 10.6. 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 applicable to the Company and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. If any
default or Event of Default under clauses (4), (5), (6) or (7) of Section 5.1 has occurred and is continuing, within 10 Business Days after its becoming aware of such occurrence the Company shall deliver to the Trustee an
Officers’ Certificate specifying such event and what action the Company is taking or proposes to take with respect thereto. 

Section 10.7. Waiver of Covenant. 
 (a) The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 10.5 with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series, 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. 

  
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 (b) The Company may set a record date for purposes of determining the identity of Holders of
Securities entitled to waive compliance pursuant to this Section. Such record date shall be the later of (i) thirty days prior to the first solicitation of such waiver or (ii) the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation pursuant to Section 7.1. 
 ARTICLE XI 

REDEMPTION OF SECURITIES 

Section 11.1. Applicability of Article. 
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for
Securities of any series) in accordance with this Article. 
 Section 11.2. Election to Redeem: Notice to Trustee. 

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election
of the Company of less than all the Securities of like tenor of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to be redeemed. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. In
the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction. 
 Section 11.3. Selection by Trustee of Securities to Be Redeemed. 

(a) If less than all the Securities of like tenor of any series are to be redeemed, the particular securities to be redeemed shall be
selected by the Trustee, from the Outstanding Securities of like tenor of such series not previously called for redemption, by lot or any other such method as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the minimum authorized denomination for
such Securities. 
 (b) The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

  
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 (c) For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 

Section 11.4. Notice of Redemption. 
 (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, 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 like tenor of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, 

(4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and
after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, 

(5) 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, 
 (6) the CUSIP number
and/or similar numbers of such Securities, if any (or any other numbers used by a Depositary to identify such Securities), 
 (7) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and 
 (8) that the redemption is for a sinking fund, if such is the case. 
 (b) Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 

Section 11.5. Deposit of Redemption Price. 
 At least one Business Day prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, the Company shall segregate
and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date. 

  
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 Section 11.6. Securities Payable on Redemption Date. 

(a) Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and, from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.7. 
 (b) If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 11.7. Securities Redeemed in Part. 
 Any Security which is to
be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE XII 

SINKING FUNDS 

Section 12.1. Applicability of Article. 
 (a) The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.1 for Securities of
such series. 
 (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series
as provided for by the terms of Securities of such series. 

  
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 Section 12.2. 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 of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided
that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly. 
 Section 12.3. Redemption of Securities for Sinking Fund.

 Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2 and will also deliver to the Trustee any such Securities. Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7. 

ARTICLE XIII 

DEFEASANCE AND COVENANT DEFEASANCE 
 Section 13.1. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. 
 Unless pursuant to Section 3.1 provision is made for either or both of (a) defeasance of the Securities of a series under Section 13.2 to not be applicable with respect to the Securities of
such series or (b) covenant defeasance of the Securities of a series under Section 13.3 to not be applicable with respect to the Securities of such series, then the provisions of such Sections together with the other provisions of this
Article Thirteen, shall be applicable to the Securities of such series, and the Company may at its option by or pursuant to a Board Resolution, at any time, with respect to the Securities of such series, elect to have either Section 13.2 or
Section 13.3 be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article Thirteen. 

  
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 Section 13.2. Defeasance and Discharge. 

Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section, the Company shall be deemed to
have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of
Outstanding Securities of such series to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities
when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 3.5, 3.6, 3.7,
3.9, 4.2, 6.7 and Section 10.3 (e), and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (D) this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 with respect to the Securities of such series. 

Section 13.3. Covenant Defeasance. 
 Upon the Company’s exercise of the option set forth in Section 13.1 applicable to this Section, the Company shall be released from its obligations under Sections 7.4, 8.1(2), 10.5 and 10.6 and
any other covenants to be applicable to the Securities of a series as specified pursuant to Section 3.1 unless specified otherwise pursuant to such Section (and the failure to comply with any such provisions shall not constitute a default or
Event of Default under Section 5.1), and the occurrence of any event described in Section 5.1(4), (5) and (8) and any other events of default to be applicable to the Securities of a series as specified pursuant to
Section 3.1 unless specified otherwise pursuant to such Section shall not constitute a default or Event of Default hereunder, with respect to the Outstanding Securities of such series on and after the date the conditions set forth below are
satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section with respect to it, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 

  
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 Section 13.4. Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to application of either Section 13.2 or Section 13.3 to the Outstanding Securities of
such series: 
 (a) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.9 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the holders of such Securities, (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 the due date of any payment, money in an amount, or (C) a combination thereof, 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 other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) on and each installment of principal of (premium,
if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding
Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. For this purpose, “U.S. Government Obligations” means securities that are
(x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt; 

(b) no Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit
(other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any lien securing such borrowing); 
 (c) such defeasance or covenant defeasance shall not cause the Trustee for the Securities of such series to have a conflicting interest for purposes of the Trust Indenture Act with respect to any
securities of the Company; 
 (d) such defeasance or covenant defeasance shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; 
 (e)
such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted; 

  
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 (f) in the case of an election under Section 13.2, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a
result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; 

(g) in the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; 
 (h) such
defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.1; and 

(i) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under Section 13.2 or the covenant defeasance under Section 13.3, as the case may be, have been complied with. 
 Section 13.5. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. 
 (a) Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively, for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own paying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. 
 (b) The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.4 or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series. 

(c) Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 which, in the opinion of a 

  
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nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent defeasance or covenant defeasance. 
 **** 

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. 
 [The remainder of this page intentionally left blank.]


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

			
	Atlas Air Worldwide Holdings, Inc.
		
	By	 	 
		 	Name:
		 	Title:


  

			
	 Attest:

		
	By	 	 
		 	Name:
		 	 Title:









 
			
	[______] National Association
		
	By	 	 
		 	 Name:

		 	 Title: