Exhibit 4.1


 





 



 


 


BAKER HUGHES, A GE COMPANY, LLC


 


BAKER HUGHES CO-OBLIGOR, INC. 


____________________


 


FOURTH SUPPLEMENTAL INDENTURE


 


Dated as of November 7, 2019


 


3.138% Senior Notes due 2029


____________________


 


to the


 


INDENTURE


 


Dated as of October 28, 2008


 


between


 


BAKER HUGHES INCORPORATED


 


and


 


THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,


 


as Trustee


 


 


 





    	 



    	 



    

Table
of Contents


 


Page







	ARTICLE I

                                                                                 

                                                                                Definitions

	 
	ARTICLE II

                                                                                 

                                                                                Designation and Terms of the Securities

	 
	SECTION
    2.01.   Title	5
	SECTION
    2.02.   Aggregate Principal Amount; Execution and Authentication	5
	SECTION
    2.03.   Maturity; Interest Rate; and Denomination of Notes	5
	SECTION
    2.04.   Place and Method of Payment	6
	SECTION
    2.05.   Optional Redemption	6
	SECTION
    2.06.   No Sinking Fund or Holder Redemption Right	7
	SECTION
    2.07.   Forms of Notes	7
	SECTION
    2.08.   Additional Securities	8
	SECTION
    2.09.   Defeasance and Covenant Defeasance	8
	SECTION
    2.10.   Depositary	9
	SECTION
    2.11.   Other Terms and Form of the Notes	9
	SECTION
    2.12.   Applicability	9
	SECTION
    2.13.   Paying Agents	9
	 	 
	ARTICLE III

                                                                                 

                                                                                Amendments and Supplements to Certain Sections of the Original Indenture

	 
	SECTION
    3.01.   SEC Reports; Financial Information	9
	SECTION
    3.02.   Restriction on Liens; Restriction on Sale and Lease-Back Transactions	9
	SECTION
    3.03.   Applicability	11
	 	 
	ARTICLE
    IV
	 
	Transfer
    and Exchange
	 
	SECTION
    4.01.   Transfer and Exchange of Global Securities; Limited Rights of Beneficial Owners	11
	SECTION
    4.02.   Transfer and Exchange of Beneficial Interests in the Global Securities	13
	SECTION
    4.03.   No Transfer or Exchange of Beneficial Interests for Definitive Securities	14



 






     


    


    




	SECTION
    4.04.   No Transfer and Exchange of Definitive Securities for Beneficial Interests	15
	SECTION
    4.05.   Transfer and Exchange of Definitive Securities for Definitive Securities	15
	SECTION
    4.06.   Legends	15
	SECTION
    4.07.   Cancellation and/or Adjustment of Global Securities	16
	SECTION
    4.08.   General Provisions Relating to Transfers and Exchanges	17
	SECTION
    4.09.   Applicability	18
	 	 
	ARTICLE V

                                                                                

                                                                               Supplemental Indentures

	 
	SECTION
    5.01.   Supplemental Indentures Without Consent of Holders	18
	 	 
	ARTICLE VI

                                                                                

                                                                               Miscellaneous

	 
	SECTION
    6.01.   Ratification of Original Indenture; Fourth Supplemental Indenture Part of Original Indenture	19
	SECTION
    6.02.   Concerning the Trustee	19
	SECTION
    6.03.   Counterparts	19
	SECTION
    6.04.   Governing Law	19
	SECTION
    6.05.   Effect of Headings and Table of Contents	19
	SECTION
    6.06.   Benefits under Fourth Supplemental Indenture, etc	19
	SECTION
    6.07.   Successors	19
	SECTION
    6.08.   Scope of Supplemental Indenture	19
	SECTION
    6.09.   Execution of Securities	20




     


    


    

FOURTH SUPPLEMENTAL
INDENTURE, dated as of November 7, 2019 (this “Fourth Supplemental Indenture”), to the indenture dated as of
October 28, 2008 (the “Original Indenture”), as supplemented by the Second Supplemental Indenture dated July
3, 2017 (the “Second Supplemental Indenture”), among Baker Hughes, a GE company, LLC, a Delaware limited liability
company (the “Company”), Baker Hughes Co-Obligor, Inc. (the “Co-Obligor”, and, together
with the Company, the “Issuers”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).


 


WHEREAS, Baker
Hughes Incorporated (the predecessor to the Company, “BHI”) and the Trustee have heretofore executed and delivered
the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of BHI,
to be issued in one or more series;


 


WHEREAS, Sections
201, 301, 901(2), 901(5) and 901(7) of the Original Indenture provide that BHI and the Trustee may, without the consent of any
Holders (as defined in the Original Indenture) of Securities, enter into indentures supplemental to the Original Indenture for
the purpose of establishing the form and terms of Securities of any series, adding, changing or eliminating provisions of the
Original Indenture (subject to certain limitations provided therein) and adding to the covenants of BHI for the benefit of such
series;


 


WHEREAS, the
Company and Co-Obligor entered into the Second Supplemental Indenture pursuant to which the Company succeeded to rights and obligations
of BHI and the Company and Co-Obligor agreed to be jointly and severally liable with respect to the obligations of the Company
under the Indenture;


 


WHEREAS, (i)
the Company desires to provide for the establishment of a new series of Securities under the Indenture to be known as “3.138%
Senior Notes due 2029” (the “Notes”), (ii) the Co-Obligor desires to serve as co-issuer of the Notes
and (iii) the Company has requested the Trustee to enter into this Fourth Supplemental Indenture for the purpose of establishing
the form and terms of such series of Securities and adding to the covenants of the Issuers for the benefit of such series; and


 


WHEREAS, the
Issuers have duly authorized the creation of such series of Notes (as defined below) of the tenor and amount hereinafter set forth;


 


NOW, THEREFORE,
for and in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration
the receipt of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I



Definitions


 


(a)       Unless
otherwise defined or included for the series of Notes established hereby, capitalized terms used herein and not otherwise defined
herein shall


 




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have the respective
meanings ascribed thereto in the Original Indenture. Nothing in this Article I is intended to be an amendment to the Original
Indenture.


 


(b)       The
rules of interpretation set forth in Section 1.01 of the Original Indenture shall be applied hereto as if set forth in full herein.


 


(c)       For
all purposes of this Fourth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires,
the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural
forms of the respective terms):


 


“Additional
Securities” means any Notes issued from time to time after the Issue Date under the terms of this Fourth Supplemental
Indenture (other than pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and other than the Securities)
in accordance with Section 2.08, as part of the same series as the Notes then outstanding.


 


“Agent”
means any Security Registrar or Paying Agent.


 


“Attributable
Debt” means, with respect to any Sale and Leaseback Transaction, as of the time of determination, the total obligation,
discounted to present value at the annual rate equal to the discount rate which would be applicable to a capital lease obligation
with a similar term in accordance with GAAP, of a lessee for rental payments (other than amounts required to be paid on account
of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property
rights) during the remaining portion of the initial term of the lease with respect to such Sale and Leaseback Transaction.


 


“Clearstream”
means Clearstream Banking, societe anonyme or any successor securities clearing agency.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that such Notes matured on the Par Call
Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the remaining term of the Notes.


 


“Comparable
Treasury Price” means with respect to any Redemption Date for any Notes (i) the average of four Reference Treasury Dealer
Quotations for that Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii)
if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Consolidated
Net Worth” means the amount of total equity shown in the Company’s most recent quarterly statement of financial
position.


 




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“Definitive
Security” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Article
IV, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Security Legend and
shall not have the “Schedule of Exchanges of Interests in the Global Security” attached thereto.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System or any successor securities clearance agency.


 


“Indenture”
means the Original Indenture as supplemented by the Second Supplemental Indenture and this Fourth Supplemental Indenture, as any
of the foregoing may be amended or supplemented from time to time in accordance with the terms thereof or hereof, including the
provisions of the Trust Indenture Act that are deemed to be a part thereof or hereof.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.


 


“Initial
Securities” has the meaning specified in Section 2.02. The Initial Securities constitute the Notes issued on the date
hereof.


 


“Issue
Date” means November 7, 2019, the first date on which the Notes are issued under this Fourth Supplemental Indenture.


 


“Notes”
means the 3.138% Senior Notes due 2029 of the Issuers issued pursuant to the Indenture and shall include any Additional Securities
authenticated and delivered in accordance with Section 2.02.


 


“Par
Call Date” means August 7, 2029.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).


 


“Principal
Property” means any real property, manufacturing plant, warehouse, office building or other physical facility, or any
item of marine, transportation or construction equipment or other like depreciable assets of the Company or of any Restricted
Subsidiary, whether owned at or acquired after November 4, 2019, unless, in the opinion of the Board of Directors, such plant
or facility or other asset is not of material importance to the total business conducted by the Company and its Restricted Subsidiaries
taken as a whole.


 


“Reference
Treasury Dealer” means each of BofA Securities, Inc. and Morgan Stanley & Co. LLC and their respective successors
and two other nationally recognized investment banking firms that are primary United States Government


 




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securities
dealers (a “Primary Treasury Dealer”) specified from time to time by the Company; provided, however,
that if any shall cease to be a Primary Treasury Dealer, the Company shall substitute another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 3:30 p.m. (New York City time)
on the third Business Day preceding that Redemption Date.


 


“Restricted
Subsidiary” means: (i) any Subsidiary of the Company that owns, indirectly through ownership of another Subsidiary of
the Company, a Principal Property located in the United States or Canada; or (ii) the Co-Obligor and any other Subsidiary of the
Company that the Company designates as a Restricted Subsidiary.


 


“Sale
and Leaseback Transaction” means any arrangement with any Person under which the Company or any Restricted Subsidiary
leases for a term of more than three years any Principal Property that the Company or any Restricted Subsidiary has sold or transferred
or will sell or transfer to that Person. This term excludes leases of any Principal Property the Company or any Restricted Subsidiary
acquires or places in service within 180 days prior to the arrangement.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Treasury
Rate” means, with respect to any Redemption Date for the Notes, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15”
or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before
or after the Stated Maturity for the applicable Notes, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) if that release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. The Treasury Rate shall be
calculated on the third Business Day preceding the Redemption Date.


 




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Other Definitions 


 


	Term	Defined in Section
	“Definitive Securities Issuance Date”	4.01(b)
	“DTC”	2.10
	“Interest Payment Date”	2.03(b)
	“Regular Record Date”	2.03(b)


 


ARTICLE
II



Designation and Terms of the Securities


 


SECTION 2.01.Title.
There is hereby created pursuant to Section 301 of the Indenture a series of Securities that shall have the title of “3.138%
Senior Notes due 2029”.


 


SECTION 2.02.Aggregate
Principal Amount; Execution and Authentication. (a) The aggregate principal amount of Notes which may be authenticated and
delivered under this Fourth Supplemental Indenture is not limited. The aggregate principal amount of the Notes initially authorized
for authentication and delivery pursuant to this Fourth Supplemental Indenture (the “Initial Securities”) is
limited to $525,000,000 or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture
or Article IV of this Fourth Supplemental Indenture.


 


(b)       The
Issuers may forthwith execute, and upon a Company Order, the Trustee shall authenticate and deliver, the Initial Securities for
original issue in accordance with the provisions of Section 303 of the Original Indenture.


 


(c)       At
any time and from time to time after the Issue Date, in accordance with Section 2.08, the Issuers may execute, and upon a Company
Order, the Trustee shall authenticate and deliver, any Additional Securities for original issue in accordance with the provisions
of Section 303 of the Original Indenture in an aggregate principal amount determined at the time of issuance and specified in
such Company Order. Such Company Order shall specify the principal amount of the Additional Securities to be authenticated, the
date on which the original issue of such Additional Securities is to be authenticated and the additional information set forth
in Section 2.08(b).


 


(d)       The
Initial Securities and any Additional Securities in respect thereof shall be considered collectively as a single series for all
purposes of the Indenture. Holders of the Initial Securities and any Additional Securities in respect thereof will vote and consent
together on all matters to which such Holders are entitled to vote or consent as one series, and none of the Holders of the Initial
Securities or any Additional Securities in respect thereof shall have the right to vote or consent as a separate series or class
on any matter to which such Holders are entitled to vote or consent.


 


SECTION 2.03.Maturity;
Interest Rate; and Denomination of Notes. (a) The principal of the Notes shall be payable on November 7, 2029.


 




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(b)       The
Notes shall bear interest at the rate of 3.138% per annum from November 7, 2019 or the most recent May 7 or December 7 to which
interest has been paid or duly provided for on the Notes. Each May 7 or November 7 in each year, commencing May 7, 2020, shall
be an “Interest Payment Date” for the Notes. The May 1 or November 1 (whether or not a Business Day), as the
case may be, next preceding an Interest Payment Date shall be the “Regular Record Date” for the interest payable
on such Interest Payment Date. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months.


 


(c)       The
Notes shall be issuable in minimum denominations of $2,000 and multiples of $1,000 in excess thereof.


 


SECTION 2.04.Place
and Method of Payment. The principal of (and premium, if any) and interest on the Notes shall be payable (x) if the Notes
are Global Securities, through the relevant Depositary or (y) if the Notes are not Global Securities, at the corporate trust office
of The Bank of New York Mellon in New York City, against surrender of such Note in the case of any payment due at the Maturity
of the principal thereof or any payment of interest that becomes payable on a day other than an Interest Payment Date, and in
the case of clause (x) or clause (y), in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that if the Notes are not Global Securities,
(i) payment of interest on an Interest Payment Date will be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register; and all other payments will be made by check against surrender of such
Notes; (ii) all payments by check will be made in next-day funds (i.e., funds that become available on the day after the check
is cashed); and (iii) notwithstanding clauses (i) and (ii) above, with respect to any payment of any amount due on the Notes,
if such Note is in a denomination of at least $1,000,000 and the Holder thereof at the time of surrender thereof or, in the case
of any payment of interest on any Interest Payment Date, the Holder thereof on the related Regular Record Date delivers a written
request to the Paying Agent to make such payment by wire transfer at least five Business Days before the date such payment becomes
due, together with appropriate wire transfer instructions specifying an account at a bank in New York, New York, the Issuers shall
make such payment by wire transfer of immediately available funds to such account at such bank in New York City, any such wire
instructions, once properly given by a Holder as to such Notes, remaining in effect as to such Holder and such Notes unless and
until new instructions are given in the manner described above and provided further, that notwithstanding anything in the
foregoing to the contrary, if the Notes are Global Securities, payment shall be made pursuant to the Applicable Procedures of
the relevant Depositary. In accordance with Section 1002 of the Indenture, the “Place of Payment” with respect
to the Notes shall be New York, New York.


 


SECTION 2.05.Optional
Redemption. (a) The Notes shall be subject to redemption, as a whole at any time or in part from time to time, at the option
of the Company.


 




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(b)       If
the Notes are redeemed prior to the Par Call Date, the Redemption Price will be equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date from the Redemption Date to
the Par Call Date (exclusive of any interest accrued to the Redemption Date), discounted to the date on which the Notes are to
be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 25 basis
points, plus any interest accrued but not paid on the Notes to be redeemed to the date on which the Notes are to be redeemed (subject
to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).


 


(c)       If
the Notes are redeemed on or after the Par Call Date, the Redemption Price for the Notes will equal 100% of the principal amount
of the Notes to be redeemed, plus any interest accrued but not paid on the Notes to be redeemed to the date on which the Notes
are to be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date).


 


(d)       Unless
the Issuers default in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the
Notes or portions thereof called for redemption.


 


(e)       If
less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis. No
Notes of $2,000 or less can be redeemed in part.


 


(f)       Notices
of redemption will be delivered at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be
redeemed at its registered address, except that notices may be mailed more than 60 days prior to a Redemption Date if the notice
is issued in connection with a Covenant Defeasance or Defeasance with respect to the Notes or a satisfaction and discharge of
the Indenture with respect to the Notes. A notice of redemption need not set forth the exact Redemption Price but only the manner
of calculation thereof.


 


(g)       In
the event of any redemption requiring a calculation of the present value of the principal and interest payments in respect of
Notes, the Company shall appoint a calculation agent to make any such required calculation.


 


SECTION 2.06.No
Sinking Fund or Holder Redemption Right. The Notes shall not have the benefit of or be subject to any sinking fund requirement
and shall not be subject to redemption at the option of the Holders.


 


SECTION 2.07.Forms
of Notes. (a) Forms Generally. Notes issued in global form shall be substantially in the form of Exhibit A attached
hereto. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but


 




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without the
Global Security Legend thereon and without the Schedule of Exchanges of Interests in the Global Security attached thereto).


 


(b)       Initial
Securities. The Initial Securities shall initially be issued and authenticated solely in the form of Global Securities (as
more fully set forth below).


 


(c)       Global
Securities. Each Global Security shall represent such of the outstanding Notes as shall be specified therein, and each shall
provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that
the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges and redemptions. In the event of any increase or decrease in the aggregate principal amount of outstanding
Notes represented by any Global Security, the Trustee, in accordance with instructions given by the Holder thereof as required
by Article IV, shall endorse such Global Security to reflect such increase or decrease and the Security Registrar shall also reflect
on the Security Register the date and amount of any such increase or decrease.


 


(d)       Definitive
Securities. Notwithstanding any other provision of this Article II, any issuance of Definitive Securities shall not occur,
and owners of beneficial interests in Global Securities shall not be entitled to receive Definitive Securities in exchange therefor,
until a Definitive Securities Issuance Date shall occur in the specific circumstances set forth in Section 4.01.


 


SECTION 2.08.Additional
Securities. (a) The Issuers shall be entitled at any time or from time to time to issue: Additional Securities that have identical
terms as the Initial Securities, except for the issue date, issue price and the date from which interest shall accrue.


 


(b)       With
respect to any Additional Securities, the Company Order referred to in Section 2.02(c) shall specify the issue price and the issue
date of such Additional Securities, including the date from which interest shall accrue and the first Interest Payment Date therefor.


 


(c)       Additional
Securities issued before the Definitive Securities Issuance Date shall be issued solely in the form of Global Securities; and
any Additional Securities issued from and after the Definitive Securities Issuance Date shall be issued solely in the form of
Definitive Securities.


 


SECTION 2.09.Defeasance
and Covenant Defeasance. For the avoidance of doubt, the provisions of Section 1302 and Section 1303 of the Indenture with
respect to Defeasance of the Securities of a series and Covenant Defeasance of the Securities of a series, respectively, shall
be applicable to the Notes. In the case of Defeasance or Covenant Defeasance of the Securities, the Co-Obligor will be released
to the same extent as the Company.


 




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SECTION 2.10.Depositary.
The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to
the Global Securities.


 


SECTION 2.11.Other
Terms and Form of the Notes. The Notes shall have and be subject to such other terms as provided in the Original Indenture
and this Fourth Supplemental Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Fourth Supplemental
Indenture.


 


SECTION 2.12.Applicability.
The provisions of this Article II shall apply only to the Notes. Section 202, Section 203 and Section 205 of the Original
Indenture are replaced and restated, solely for purposes of the Notes, by Section 2.07(a) herein and Exhibit A hereto.


 


SECTION 2.13.Paying
Agents. The Company may add, replace or terminate any Paying Agent from time to time. The Company may act as Paying Agent.
The Company shall notify the Trustee of changes in any paying agent.


 


ARTICLE
III



Amendments and Supplements to Certain Sections of the Original Indenture 


 


SECTION 3.01.SEC
Reports; Financial Information. So long as any Notes remain outstanding, the Company will file with the Trustee copies, within
15 days after the Company has filed the same with the SEC, of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which
the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. The Company shall
also comply with Section 314(a) of the Trust Indenture Act. Any document or report that the Company has filed with the SEC and
that is publicly accessible on the SEC’s EDGAR system will be deemed filed with the Trustee and transmitted to the Holders
for purposes of this Fourth Supplemental Indenture.


 


SECTION 3.02.Restriction
on Liens; Restriction on Sale and Lease-Back Transactions. (a) So long as any of the Notes remain outstanding, subject to
Section 3.02(c) below, the Company will not, and will not permit any Restricted Subsidiary to, issue, assume or guarantee any
notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (“debt”) if that debt
is secured by a mortgage on any Principal Property, or on any shares of stock or indebtedness of any Restricted Subsidiary (whether
the Principal Property, shares of stock or indebtedness is owned at or acquired after November 4, 2019), without in any such case
effectively providing that the Notes shall be secured equally and ratably with or prior to such debt until such time as such debt
is no longer so secured by such mortgage. This restriction, however, shall not apply to: (i) mortgages on property of any corporation
or other Person existing at the time such corporation or other Person becomes a Restricted Subsidiary; (ii)


 




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mortgages on
property of a corporation or other Person existing at the time that corporation or other Person is merged into or consolidated
with the Company or a Restricted Subsidiary or at the time of a sale, transfer, conveyance or the disposition of all or substantially
all of the properties or assets of that corporation or other Person to the Company or a Restricted Subsidiary; (iii) mortgages
on any property the Company or any Restricted Subsidiary acquires, constructs, develops, expands or improves that secure debt
issued, assumed or guaranteed (or issued, assumed or guaranteed pursuant to a commitment entered into) prior to, at the time of
or within 12 months after the acquisition or completion of construction, development, expansion or improvement of the property
(or, in the case of property constructed, developed, expanded or improved, if later, the commencement of commercial operation
of the property) for the purpose of financing all or any part of the purchase price of the property or the cost of the construction
or improvement (together with, in the case of construction, development, expansion or improvement, mortgages on property previously
owned by the Company or any Restricted Subsidiary to the extent constituting unimproved real property on which the property being
constructed, developed or expanded or the improvement is located); (iv) mortgages securing debt owing by the Company or any Restricted
Subsidiary to the Company or another Restricted Subsidiary; (v) mortgages on property of the Company or a Restricted Subsidiary
in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision
of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof,
to secure any debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction, development,
expansion or improvement of the property subject to such mortgages or to secure partial, progress, advance or other payments pursuant
to the provisions of any contracts, statute, law, rule or regulation; (vi) mortgages incurred in connection with pollution control,
industrial revenue or similar financings; (vii) mortgages incurred or deposits made (including mortgages and deposits securing
letters of credit or similar financial assurance) to secure the performance of or in connection with bids, tenders, statutory,
governmental or private contractual or other obligations, surety, performance, completion, appeal or similar bonds, leases, return-of-money
bonds and other obligations similar to any of the foregoing, in each case in the ordinary course of business; (viii) mortgages
arising by operation of law, including but not limited to mortgages for taxes, assessments or similar charges that are not yet
due or the validity of which is being contested in good faith by appropriate proceedings; (ix) mortgages existing at the Issue
Date; (x) mortgages on inventory to secure current liabilities of debt; and (xi) any extension, renewal or replacement or successive
extensions, renewals or replacements, in whole or in part, of any mortgage referred to in the clauses immediately above if the
amount of debt secured by the extended, renewed or replacement mortgage does not exceed the amount of the debt refinanced (plus
accrued interest and premiums with respect thereto) plus transaction expenses related thereto and such mortgage is limited to
the property secured by the original mortgage plus improvements thereon.


 


(b)       So
long as any of the Notes remain outstanding, subject to Section 3.02(c) below, the Company will not, and will not permit
any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction of any Principal Property unless (i) the Company or
such Restricted Subsidiary would be entitled to issue, assume


 




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or guarantee
debt secured by a mortgage upon the Principal Property involved in an amount at least equal to the Attributable Debt for that
transaction without equally and ratably securing the Notes, (ii) an amount in cash equal to the Attributable Debt for that transaction
is applied prior to, at the time of or within 12 months after that transaction to the retirement of Notes or other debt of the
Company or debt of a Restricted Subsidiary, which by its terms matures at or is extendible or renewable at the option of the obligor
to a date more than 12 months after its creation and which, in the case of such debt of the Company, is not subordinate in right
of payment to the Notes or (iii) prior to, at the time of or within 12 months after such transaction, the Company or a Restricted
Subsidiary uses an amount equal to the Attributable Debt for the purchase of any asset or any interest in an asset which would
qualify, after purchase, as a Principal Property. This Section 3.02(b) does not apply to any Sale and Leaseback Transaction
(i) entered into in connection with an industrial revenue, pollution control or similar financing or any Sale and Leaseback Transaction
or (ii) in which the only parties involved are the Company and any Subsidiary or Subsidiaries. When calculating the amount of
Attributable Debt, any Attributable Debt for these Sale and Leaseback Transactions will be excluded.


 


(c)       In
addition to the exceptions set forth under Sections 3.02(a) and 3.02(b) above, the Company and any Restricted Subsidiary may incur
debt secured by mortgages and enter into additional Sale and Leaseback Transactions otherwise prohibited by (and not permitted
under the exceptions to) Sections 3.02(a) or 3.02(b) above as long as the total of such debt secured by mortgages plus the Attributable
Debt in respect of such Sale and Leaseback Transactions does not exceed 10% of Consolidated Net Worth.


 


SECTION 3.03.Applicability.
The covenants set forth in Sections 3.01 and 3.02 are applicable only to the Notes established under this Fourth Supplemental
Indenture and are solely for the benefit of the Holders of the Notes. Section 704 of the Original Indenture is replaced and restated,
solely for purposes of the Notes established under this Fourth Supplemental Indenture, by Section 3.01 herein.


 


ARTICLE
IV


 


Transfer
and Exchange 


 


SECTION 4.01.Transfer
and Exchange of Global Securities; Limited Rights of Beneficial Owners. (a) The provisions of clauses (1), (2), (3) and (4)
below shall apply only to Global Securities:


 


(1)       Each
Global Security authenticated under this Fourth Supplemental Indenture shall be registered in the name of the Depositary designated
for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Global Security shall constitute a single Note for all purposes of the Indenture.


 


(2)       Notwithstanding
any other provision in the Original Indenture or this Fourth Supplemental Indenture, no Global Security may be exchanged in


 




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whole
or in part for Notes registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or a nominee thereof unless:


 


(A)       such
Depositary has notified the Issuers that it (i) is unwilling or unable to continue as Depositary for such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange Act, or


 


(B)       the
Issuers have executed and delivered to the Trustee a Company Order stating that such Global Security shall be exchanged in whole
for Definitive Securities.


 


In addition to the foregoing
clauses (A) and (B), if an Event of Default with respect to the Notes has occurred and is continuing, a Holder of the Notes may
request and the Issuers shall issue Definitive Securities registered in such Holder’s name representing such Holder’s
beneficial interest in the Global Security representing such Notes. If the Issuers receive a notice of the kind specified in clause
(A) above, the Issuers may, in their sole discretion, designate a successor Depositary for such Global Security within 90 days
after receiving such notice. If the Issuers designate a successor Depositary as aforesaid, such Global Security shall promptly
be exchanged in whole for one or more other Global Securities registered in the name of the successor Depositary, whereupon such
designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of clauses
(1), (2), (3) and (4) of this provision shall continue to apply thereto.


 


(3)       Subject
in all cases to clause (2) above, any exchange of a Global Security for other Notes may be made in whole or in part, and all Notes
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.


 


(4)       Every
Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to Section 304, 306, 906 or 1107 of the Original Indenture or this Article IV or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global Security, unless upon a Definitive Securities Issuance
Date such Note is issued as a Definitive Security.


 


(b)       Upon
the date 90 days after the Issuers have received notice from the Depositary pursuant to Section 4.01(a)(2)(A) and have not appointed
a successor Depositary or have delivered a Company Order to the Trustee pursuant to Section 401(a)(2)(B) or, in either case,
such earlier date as the Issuers elects by written notice to the Trustee (the “Definitive Securities Issuance Date”),
(x) the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive, fully
registered form without interest coupons; (y) the Issuers shall execute, and upon a Company Order the Trustee shall authenticate
and deliver, Definitive Securities in a like aggregate principal amount as the outstanding Global Securities


 




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registered,
Definitive Securities in such names and authorized denominations as the Depositary shall instruct the Security Registrar in accordance
with the Applicable Procedures; and (2) the Security Registrar shall cause the aggregate principal amount of such outstanding
Global Securities to be reduced to zero pursuant to Section 4.07. The Trustee shall deliver such Definitive Securities to the
Persons in whose names such Definitive Securities are so registered. Neither the Issuers nor the Security Registrar will be liable
for any delay by the Depositary in identifying the owners of beneficial interests in a Global Security, and each of the Issuers
and the Security Registrar may conclusively rely on, and will be protected in relying on, instructions from the Depositary for
all purposes of the Indenture.


 


(c)       The
Issuers, the Trustee and every Person who takes or holds any beneficial interest in a Global Security agree that:


 


(1)       the
Issuers and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative
of such Person;


 


(2)       such
Person’s rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established
by law and agreement between such Person and the Depositary and/or Participants and Indirect Participants of the Depositary;


 


(3)       the
Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions
of principal and interest on the Global Securities to, such Persons in accordance with the Applicable Procedures of the Depositary;


 


(4)       none
of the Issuers, the Trustee nor any agent of the Issuers or the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests; and


 


(5)       notwithstanding
the foregoing, (x) subject to the provisions of Section 4.01(c)(2), the Holder of a Global Security shall be entitled to grant
proxies and otherwise authorize any Person, including Participants and Indirect Participants and Persons that may hold interests
through Participants and Indirect Participants, to take any action which a Holder is entitled to take under the Indenture or the
Notes; and (y) nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of
a beneficial interest in any Global Security.


 


SECTION 4.02.Transfer
and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the Global


 




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Securities
shall be effected through the Depositary, in accordance with the provisions of this Fourth Supplemental Indenture and the Applicable
Procedures. Transfers of beneficial interests in the Global Securities also shall require compliance with subparagraph (a) below
as well as one or more of the other following provisions of this Article IV, as applicable:


 


(a)       Transfers
and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests,
the transferor of such beneficial interest must deliver to the Security Registrar either:


 


(A)       (i)
a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global
Security in an amount equal to the beneficial interest to be transferred or exchanged; and


 


(ii)       instructions
given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with
such increase; or


 


(B)       upon
the Definitive Securities Issuance Date; both


 


(i)       a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred
or exchanged; and


 


(ii)       instructions
given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Security
shall be registered to effect the transfer or exchange referred to in Section 4.02(b)(B)(i) above.


 


(b)       Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in the
Indenture, the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of each relevant
Global Security pursuant to Section 4.07.


 


SECTION 4.03.No
Transfer or Exchange of Beneficial Interests for Definitive Securities. Inasmuch as Definitive Securities will be issued only
from and after a Definitive Securities Issuance Date in the limited circumstances specified in clause (2) of Section 4.01(a) whereby
Notes are no longer to be represented by Global Securities, other than as and to the extent specified in Section 4.01, any holder
of a beneficial interest in a Global Security will not be entitled to exchange such beneficial interest for a Definitive Security
or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Security.


 




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SECTION 4.04.No
Transfer and Exchange of Definitive Securities for Beneficial Interests. Inasmuch as Definitive Securities will be issued
only from and after a Definitive Securities Issuance Date in the limited circumstances specified in clause (2) of Section 4.01(a)
whereby Notes are no longer to be represented by Global Securities, the Holder of a Definitive Security will not be entitled to
exchange such Definitive Security for a beneficial interest in a Global Security.


 


SECTION 4.05.Transfer
and Exchange of Definitive Securities for Definitive Securities. From and after any Definitive Securities Issuance Date, upon
request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 4.05, the
Security Registrar shall register the transfer of, in the name of the designated transferee or transferees, one or more new Definitive
Securities, or exchange Definitive Securities for other Definitive Securities, in each case, of any authorized denominations and
of like aggregate principal amount. Prior to such registration of transfer or exchange, the requesting Holder shall present or
surrender to the Security Registrar the Definitive Securities to be transferred or exchanged duly endorsed, or accompanied by
a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed, by the Holder thereof
or such Holder’s attorney duly authorized in writing.


 


A Holder of
Definitive Securities may transfer such Securities to a Person who takes delivery thereof in the form of a Definitive Security.
Upon receipt of a request to register such a transfer, the Security Registrar shall register the Definitive Security pursuant
to the instructions from the Holder thereof.


 


SECTION 4.06.Legends.
The following legends shall appear on the face of all Global Securities and Definitive Securities issued (and all Securities
issued in exchange therefor or substitution thereof) under this Fourth Supplemental Indenture unless specifically stated otherwise
in the applicable provisions of this Fourth Supplemental Indenture:


 


THIS GLOBAL SECURITY
IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE SECURITY REGISTRAR
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE IV OF THE FOURTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL
SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.01 OF THE FOURTH SUPPLEMENTAL INDENTURE AND (III) THIS
GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 4.07 OF THE FOURTH SUPPLEMENTAL INDENTURE
AND SECTION 309 OF THE ORIGINAL INDENTURE.


 




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UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


 


SECTION 4.07.Cancellation
and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have been
exchanged for Definitive Securities or a particular Global Security has been redeemed or canceled in whole and not in part, each
such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 309 of the Original
Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities:


 


(x)       the
Security Registrar shall reflect on the Security Register for the Notes the date and a corresponding decrease in the principal
amount of such Global Security;


 


(y)       the
principal amount of Notes represented by such Global Security shall be reduced accordingly and an endorsement shall be made on
such Global Security by the Trustee to reflect such reduction; and


 


(z)       if
the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Security, (1) the Security Registrar shall reflect on the Security Register for the Notes the date
and a corresponding increase in the principal amount of such other Global Security and (2) such other Global Security shall be
increased accordingly and an endorsement shall be made on such Global Security by the Trustee to reflect such increase.


 




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SECTION 4.08.General
Provisions Relating to Transfers and Exchanges. (a) To permit registrations of transfer and exchanges, the Issuers shall
execute and the Trustee shall authenticate Global Securities and Definitive Securities at the Security Registrar’s request
in accordance with provisions providing for such registrations of transfer and exchange in this Article IV and Sections 304, 306,
906 and 1107 of the Original Indenture.


 


(b)       No
service charge shall be made for any registration of transfer or exchange of Notes, but the Issuers 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 Notes, other than exchanges pursuant to Section 304, 306, 906 or 1107 of the Original Indenture or Article IV of this
Fourth Supplemental Indenture not involving any transfer.


 


(c)       All
Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing
the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer
or exchange.


 


(d)       If
Notes are to be redeemed in whole or in part, the Issuers shall not be required (A) to issue, register the transfer of or exchange
any Notes during a period beginning at the opening of business 15 days before the day of selection of any such Notes for redemption
in part under Section 1103 of the Original Indenture and ending at the close of business on the day of such selection, or (B)
to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.


 


(e)       Prior
to due presentment of a Note for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee
may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal
of and any premium and (subject to Section 307 of the Original Indenture) any interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee
shall be affected by notice to the contrary.


 


(f)       All
certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Article
IV to effect a transfer or exchange may be submitted by facsimile.


 


(g)       The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Fourth Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Global Security
or Definitive Security other than to require delivery of such certificates and other documentation or evidence as is expressly
required by, and to do so if and when expressly required by the terms of, this Fourth Supplemental Indenture, and to examine the
same to determine substantial compliance as to conformity with the express requirements hereof.


 




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(h)       Neither
the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.


 


SECTION 4.09.Applicability.
The provisions of this Article IV shall apply in lieu of the second through eighth paragraphs of Section 305 of the Original
Indenture and shall apply only to the Notes.


 


ARTICLE
V



Supplemental Indentures


 


SECTION 5.01.Supplemental
Indentures Without Consent of Holders. Solely for purposes of the Notes, Section 901(10) of the Original Indenture is replaced
in its entirety with the following:


 


“(10) to cure
any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant
to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect;


 


(11) to add a guarantee
to the Notes;


 


(12) to comply with
the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;


 


(13) to make changes
to provide for the issuance of Additional Securities in accordance with the Indenture;


 


(14) (A) to make changes
or waivers that do not adversely affect the Notes, even if they affect other debt securities and (B) to make changes that would
not adversely affect the Notes in any material respect; or


 


(15) to conform the
text of the Indenture or the terms of the Notes (as defined in the Fourth Supplemental Indenture) to the “Description of
the Notes” in the Issuers’ prospectus supplement dated November 4, 2019 to the extent that such provision in that
“Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture or the Notes.”


 


The provisions
set forth above are applicable only to the Notes established under this Fourth Supplemental Indenture and are solely for the benefit
of the Holders of the Notes. Section 901(10) of the Original Indenture is replaced and restated, solely for purposes of the Notes
established under this Fourth Supplemental Indenture, by this Section 5.01 herein.


 




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ARTICLE
VI



Miscellaneous


 


SECTION 6.01.Ratification
of Original Indenture; Fourth Supplemental Indenture Part of Original Indenture. Except as expressly amended hereby, the Original
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Fourth Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder
of Notes shall be bound hereby.


 


SECTION 6.02.Concerning
the Trustee. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication,
shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture or of the Notes. At all
times the Trustee shall comply with all applicable requirements of the Trust Indenture Act.


 


SECTION 6.03.Counterparts.
This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute one and the same instrument.


 


SECTION 6.04.Governing
Law. THIS FOURTH SUPPLEMENTAL INDENTURE AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, INCLUDING
THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEABILITY THEREOF, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6.05.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 6.06.Benefits
under Fourth Supplemental Indenture, etc. Nothing in this Fourth Supplemental Indenture or the Notes, express or implied,
shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders
of the Notes, any benefit of any legal or equitable right, remedy or claim under the Original Indenture, this Fourth Supplemental
Indenture or the Notes.


 


SECTION 6.07.Successors.
All agreements of the Issuers in this Fourth Supplemental Indenture and the Notes shall bind their respective successors.
All agreements of the Trustee in this Fourth Supplemental Indenture shall bind its successor.


 


SECTION 6.08.Scope
of Supplemental Indenture. The changes, modifications and supplements to the Original Indenture effected by this Fourth Supplemental
Indenture shall be applicable only with respect to, and shall only govern


 




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the terms of,
and shall be deemed expressly included in this Fourth Supplemental Indenture solely for the benefit of, the Notes which may be
issued from time to time, and shall not apply to any other Securities that may be issued under the Original Indenture unless a
supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements.


 


SECTION 6.09.Execution
of Securities. The first paragraph of Section 303 of the Original Indenture is replaced and restated, solely for purposes
of the Notes, as follows: “The Securities shall be executed on behalf of the Company and the Co-Obligor by their respective
President or a Vice President (regardless of vice presidential designation) (or any other officer of the Company or the Co-Obligor
designated in writing by or pursuant to authority of the respective Boards of Directors (or comparable governing body) and delivered
to the Trustee from time to time), thereon attested by their respective Secretary or Assistant Secretary. The signature of any
of these officers on the Securities may be manual or facsimile.”


 


[Remainder
of page intentionally left blank]


 




     


    


    

IN WITNESS
WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed by their respective officers thereunto
duly authorized as of the date first above written.


 


	BAKER HUGHES, a ge company, llc	 
	 	 
	 	 
	 	By:	/s/ Lee Whitley	 
	 	 	Name:	Lee Whitley	 
	 	 	Title:	Corporate Secretary	 
	 	 	 	 	 
	 	 	 	 	 
	BAKER HUGHES co-obligor, inc.	 
	 	 
	 	 
	 	By:	/s/ Lee Whitley	 
	 	 	Name:	Lee Whitley	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	THE BANK OF NEW YORK MELLON TRUST COMPANY,
    N.A., AS TRUSTEE	 
	 	 
	 	 
	 	By:	/s/ Lawrence M. Kusch	 
	 	 	Name:	Lawrence M. Kusch	 
	 	 	Title:	Vice President	 




 


	 	 	 	 	 




    [Signature page to Fourth Supplemental Indenture]