EX-4.9





 Exhibit 4.9 

CARRIAGE SERVICES, INC. 

and 

[                
                ], 
 Trustee 

 
  

INDENTURE 
 Dated as of

  
  

SENIOR DEBT SECURITIES 
  












 CARRIAGE SERVICES, INC. 

Reconciliation and tie between Trust Indenture Act of 1939 

and Indenture dated as of                  

 
  

 

					
	 Section of Trust

Indenture Act of 1939
	  	 Section(s)

of Indenture

	§ 310	  	(a)(1)	  	609
		  	(a)(2)	  	609
		  	(a)(3)	  	Not Applicable
		  	(a)(4)	  	Not Applicable
		  	(b)	  	608, 610
	§ 311	  	(a)	  	613
		  	(b)	  	613
		  	(c)	  	Not Applicable
	§ 312	  	(a)	  	701, 702
		  	(b)	  	702
		  	(c)	  	702
	§ 313	  	(a)	  	703
		  	(b)	  	703
		  	(c)	  	703
		  	(d)	  	703
	§ 314	  	(a)	  	704, 105
		  	(b)	  	Not Applicable
		  	(c)(1)	  	102
		  	(c)(2)	  	102
		  	(c)(3)	  	Not Applicable
		  	(d)	  	Not Applicable
		  	(e)	  	102
	§ 315	  	(a)	  	601
		  	(b)	  	602
		  	(c)	  	601
		  	(d)	  	601
		  	(d)(1)	  	603
		  	(d)(2)	  	603
		  	(d)(3)	  	601
		  	(e)	  	514
	§ 316	  	(a)(1)(A)	  	512
		  	(a)(1)(B)	  	513
		  	(a)(2)	  	Not Applicable
		  	(a)(last sentence)	  	101
		  	(b)	  	508
	§ 317	  	(a)(1)	  	503
		  	(a)(2)	  	504
		  	(b)	  	1003
	§ 318	  	(a)	  	107

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












 TRUST INDENTURE 

Table of Contents 
  

							
	 	 	 	  	Page	 
	 ARTICLE ONE DEFINITIONS
	  	 	1	 
			
	 Section 101.
	 	 Definitions
	  	 	1	 
	 Section 102.
	 	 Compliance Certificates and Opinions
	  	 	5	 
	 Section 103.
	 	 Form of Documents Delivered to Trustee
	  	 	5	 
	 Section 104.
	 	 Acts of Holders; Record Dates
	  	 	6	 
	 Section 105.
	 	 Notices, Etc., to Trustee and Company
	  	 	7	 
	 Section 106.
	 	 Notice to Holders; Waiver
	  	 	7	 
	 Section 107.
	 	 Conflict with Trust Indenture Act
	  	 	7	 
	 Section 108.
	 	 Effect of Headings and Table of Contents
	  	 	7	 
	 Section 109.
	 	 Successors and Assigns
	  	 	7	 
	 Section 110.
	 	 Separability Clause
	  	 	8	 
	 Section 111.
	 	 Benefits of Indenture
	  	 	8	 
	 Section 112.
	 	 Governing Law
	  	 	8	 
	 Section 113.
	 	 Legal Holidays
	  	 	8	 
	 Section 114.
	 	 Language of Notices, Etc
	  	 	8	 
	 Section 115.
	 	 Submission to Jurisdiction
	  	 	8	 
	 Section 116.
	 	 Corporate Obligation
	  	 	8	 
		
	 ARTICLE TWO SECURITY FORMS
	  	 	9	 
			
	 Section 201.
	 	 Forms Generally
	  	 	9	 
	 Section 202.
	 	 Form of Legend for Global Securities
	  	 	9	 
	 Section 203.
	 	 Form of Trustee’s Certificate of Authentication
	  	 	9	 
	 Section 204.
	 	 Securities in Global Form
	  	 	9	 
		
	 ARTICLE THREE THE SECURITIES
	  	 	10	 
			
	 Section 301.
	 	 Amount Unlimited; Issuable In Series
	  	 	10	 
	 Section 302.
	 	 Denominations
	  	 	12	 
	 Section 303.
	 	 Execution, Authentication, Delivery and Dating
	  	 	12	 
	 Section 304.
	 	 Temporary Securities
	  	 	13	 
	 Section 305.
	 	 Registration, Registration of Transfer and Exchange
	  	 	13	 
	 Section 306.
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	14	 
	 Section 307.
	 	 Payment of Interest; Interest Rights Preserved
	  	 	14	 
	 Section 308.
	 	 Persons Deemed Owners
	  	 	15	 
	 Section 309.
	 	 Cancellation
	  	 	15	 
	 Section 310.
	 	 Computation of Interest
	  	 	15	 
	 Section 311.
	 	 CUSIP Numbers
	  	 	15	 
		
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	 	16	 
			
	 Section 401.
	 	 Satisfaction and Discharge of Indenture
	  	 	16	 
	 Section 402.
	 	 Application of Trust Money
	  	 	16	 


  
 i 














							
	 ARTICLE FIVE REMEDIES
	  	 	17	 
			
	 Section 501.
	 	 Events of Default
	  	 	17	 
	 Section 502.
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	17	 
	 Section 503.
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	18	 
	 Section 504.
	 	 Trustee May File Proofs of Claim
	  	 	18	 
	 Section 505.
	 	 Trustee May Enforce Claims Without Possession of Securities
	  	 	19	 
	 Section 506.
	 	 Application of Money Collected
	  	 	19	 
	 Section 507.
	 	 Limitation on Suits
	  	 	19	 
	 Section 508.
	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	20	 
	 Section 509.
	 	 Restoration of Rights and Remedies
	  	 	20	 
	 Section 510.
	 	 Rights and Remedies Cumulative
	  	 	20	 
	 Section 511.
	 	 Delay or Omission Not Waiver
	  	 	20	 
	 Section 512.
	 	 Control by Holders
	  	 	20	 
	 Section 513.
	 	 Waiver of Past Defaults
	  	 	20	 
	 Section 514.
	 	 Undertaking for Costs
	  	 	20	 
	 Section 515.
	 	 Waiver of Stay or Extension Laws
	  	 	21	 
		
	 ARTICLE SIX THE TRUSTEE
	  	 	21	 
			
	 Section 601.
	 	 Certain Duties and Responsibilities
	  	 	21	 
	 Section 602.
	 	 Notice of Defaults
	  	 	21	 
	 Section 603.
	 	 Certain Rights of Trustee
	  	 	22	 
	 Section 604.
	 	 Not Responsible for Recitals or Issuance of Securities
	  	 	23	 
	 Section 605.
	 	 May Hold Securities
	  	 	23	 
	 Section 606.
	 	 Money Held in Trust
	  	 	23	 
	 Section 607.
	 	 Compensation and Reimbursement
	  	 	23	 
	 Section 608.
	 	 Conflicting Interests
	  	 	24	 
	 Section 609.
	 	 Corporate Trustee Required; Eligibility
	  	 	24	 
	 Section 610.
	 	 Resignation and Removal; Appointment of Successor
	  	 	24	 
	 Section 611.
	 	 Acceptance of Appointment by Successor
	  	 	26	 
	 Section 612.
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	26	 
	 Section 613.
	 	 Preferential Collection of Claims Against Company
	  	 	26	 
	 Section 614.
	 	 Appointment of Authenticating Agent
	  	 	27	 
		
	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	 	28	 
			
	 Section 701.
	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	28	 
	 Section 702.
	 	 Preservation of Information; Communications to Holders
	  	 	28	 
	 Section 703.
	 	 Reports by Trustee
	  	 	28	 
	 Section 704.
	 	 Reports by Company
	  	 	28	 
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	 	29	 
			
	 Section 801.
	 	 Company May Consolidate, Etc., Only on Certain Terms
	  	 	29	 
	 Section 802.
	 	 Successor Substituted
	  	 	29	 
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	 	30	 
			
	 Section 901.
	 	 Supplemental Indentures Without Consent of Holders
	  	 	30	 
	 Section 902.
	 	 Supplemental Indentures With Consent of Holders
	  	 	30	 
	 Section 903.
	 	 Execution of Supplemental Indentures
	  	 	31	 
	 Section 904.
	 	 Effect of Supplemental Indentures
	  	 	31	 
	 Section 905.
	 	 Conformity with Trust Indenture Act
	  	 	31	 
	 Section 906.
	 	 Reference in Securities to Supplemental Indentures
	  	 	31	 


  
 ii 














							
	 ARTICLE TEN COVENANTS
	  	 	31	 
			
	 Section 1001.
	 	 Payment of Principal, Premium and Interest
	  	 	31	 
	 Section 1002.
	 	 Maintenance of Office or Agency
	  	 	31	 
	 Section 1003.
	 	 Money for Securities Payments to be Held in Trust
	  	 	32	 
	 Section 1004.
	 	 Statement by Officers as to Default
	  	 	32	 
	 Section 1005.
	 	 Existence
	  	 	33	 
	 Section 1006.
	 	 Waiver of Certain Covenants
	  	 	33	 
	 Section 1007.
	 	 Additional Amounts
	  	 	33	 
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	 	33	 
			
	 Section 1101.
	 	 Applicability of Article
	  	 	33	 
	 Section 1102.
	 	 Election to Redeem; Notice to Trustee
	  	 	33	 
	 Section 1103.
	 	 Selection by Trustee of Securities to be Redeemed
	  	 	34	 
	 Section 1104.
	 	 Notice of Redemption
	  	 	34	 
	 Section 1105.
	 	 Deposit of Redemption Price
	  	 	35	 
	 Section 1106.
	 	 Securities Payable on Redemption Date
	  	 	35	 
	 Section 1107.
	 	 Securities Redeemed in Part
	  	 	35	 
	 Section 1108.
	 	 Purchase of Securities
	  	 	35	 
		
	 ARTICLE TWELVE SINKING FUNDS
	  	 	35	 
			
	 Section 1201.
	 	 Applicability of Article
	  	 	35	 
	 Section 1202.
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	36	 
	 Section 1203.
	 	 Redemption of Securities for Sinking Fund
	  	 	36	 
		
	 ARTICLE THIRTEEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 	36	 
			
	 Section 1301.
	 	 Company’s Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	36	 
	 Section 1302.
	 	 Legal Defeasance and Discharge
	  	 	36	 
	 Section 1303.
	 	 Covenant Defeasance
	  	 	36	 
	 Section 1304.
	 	 Conditions to Legal Defeasance or Covenant Defeasance
	  	 	37	 
	 Section 1305.
	 	 Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous
Provisions
	  	 	37	 
	 Section 1306.
	 	 Reinstatement
	  	 	38	 
	 Section 1307.
	 	 Deposited Money and Government Obligations to be Held in Trust
	  	 	38	 
		
	 ARTICLE FOURTEEN MEETING OF HOLDERS OF SECURITIES
	  	 	38	 
			
	 Section 1401.
	 	 Purposes for which Meetings may be Called
	  	 	38	 
	 Section 1402.
	 	 Call, Notice and Place of Meetings
	  	 	38	 
	 Section 1403.
	 	 Persons Entitled to Vote at Meetings
	  	 	39	 
	 Section 1404.
	 	 Quorum; Action
	  	 	39	 
	 Section 1405.
	 	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	39	 
	 Section 1406.
	 	 Counting Votes and Recording Action of Meetings
	  	 	40	 

  

  
 iii 













 INDENTURE, dated as of
                , 20        , between Carriage Services, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”), having its principal office at 3040 Post Oak Blvd., Suite 300, Houston, Texas 77056, and
[                ], a national banking association organized under the laws of the United States,, as Trustee (herein called the “Trustee”). 

RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”), which may be convertible into or exchangeable for any securities of any Persons (including the Company), to be issued in one or more series as in
this Indenture provided. 
 All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance
with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as follows: 
 ARTICLE ONE 

DEFINITIONS 
 Section 101.
Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

 (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as
the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with United States generally accepted accounting principles; the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted as consistently applied by the Company at the date of such computation; 

(4) unless the context otherwise requires, any reference to an “Article”, a “Section” or an
“Exhibit” refers to an Article, a Section or an Exhibit, as the case may be, of or to this Indenture; and 
 (5)
the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

Certain terms, used principally in Article Six and Article Thirteen, are defined in those Articles. 

“Act”, when used with respect to any Holder, has the meaning specified in
Section 104. 
 “ 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 pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. 

  
 1 













 “ Authorized Newspaper” means a newspaper, in the English
language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is
used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day. 
 “ Board of Directors” means either the board
of directors of the Company or any duly authorized committee of that board. 
 “ Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. 

“ Commission” means the United States Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument the United States Securities and Exchange Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time. 
 “ Company” means the Person named as the
“Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such
successor Person. 
 “Company Request” or “Company Order” means a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, or one of its executive Vice Presidents, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. 
 “Corporate Trust Office” means the principal office of the Trustee at which at any particular time its
corporate trust business related to this Indenture shall be administered, which as of the date hereof is located at                 ,
                , or such other address as the Trustee may designate from time to time by notice to the Company. 

“ corporation” means a corporation, association, company, joint-stock company or business trust. 

“ covenant defeasance” has the meaning specified in Section 1303
. 
 “Defaulted Interest” has the meaning specified in
Section 307. 
 “ Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by
Section 301. 
 “Event of Default” has the meaning specified in
Section 501. 
 “ Exchange Act” means the United States
Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. 
 “
Expiration Date” has the meaning specified in Section 104 . 

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set
forth in Section 202 (or such legend as may be specified as contemplated by Section 301 for such Securities). 

“Government Obligation” has the meaning specified in Section 1304. 

“ Holder” means the Person in whose name the Security is registered in the Security Register. 

  
 2 













 “ Indenture” means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 301. 
 “interest”,
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of
interest on such Security. 
 “Investment Company Act” means the United States Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time. 
 “legal defeasance” has the meaning
specified in Section 1302. 
 “ Maturity”, when used with
respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise. 
 “ Notice of Default” means a written notice of the kind specified in
Section 501(4) . 
 “Officers’ Certificate” means a certificate
signed by the Chairman of the Board, the Chief Executive Officer, or an executive Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. 

“ Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee,
who may be counsel for or an employee of the Company. 
 “ Original Issue Discount Security” means any
Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

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

(3) Securities as to which legal defeasance has been effected pursuant to Section 1302
; and 
 (4) Securities that have been paid pursuant to Section 1001
or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities
have given, made or taken any request, demand, authorization, direction, notice, consent, waiver, or other action hereunder as of any date or whether a quorum is present at a meeting of Holders of Securities, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to
Section 502 , (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security that shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case
of a 

  
 3 













 
Security described in clause (A) or (B) above, of the amount determined as provided in such clause), and (D) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver, or other action, or upon any such determination as to the presence of a quorum, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned
that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person,
which may include the Company, authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust,
unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of Payment”,
when used with respect to the Securities of any series, means the place or places specified in accordance with Section 301 where the principal of and any premium and interest on the Securities of that
series are payable. 
 “ Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by
or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed, means
the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 

“ Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant
treasurer, any trust officer or assistant trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his or her 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 provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the Indenture as to which such
Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee. 
 “Securities Act” means the United States Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
 “
Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Company pursuant to Section 307. 

“ Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest
thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” means a corporation, limited liability company, limited partnership, or other entity more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means the
equity interest that ordinarily has voting power for the election of directors, managers, trustees or general partners of an entity, or persons performing similar functions, whether at all times or only so long as no senior class of equity interest
has such voting power by reason of any contingency. 

  
 4 













 “Trust Indenture Act” means the United States Trust Indenture Act of
1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “Trustee” means the Person named
as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each
Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

“United States Alien” means any Person who, for United States Federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. 

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not
designated by a number or a word or words added before or after the title “vice president”. 
 Section 102.
Compliance Certificates and Opinions. 
 Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with. Each such
certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act
and any other requirements set forth in this Indenture. 
 Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include, 

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the
opinion of each such individual, 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 103. Form of Documents Delivered to Trustee. 

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

  
 5 













 Section 104. Acts of Holders; Record Dates. 

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing. 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, and shall be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 
 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. 

The principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security
Register. 
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 The Company may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders of Securities of such series, provided, that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106 .

 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled
to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in
Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after
such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106 . 

With respect to any record date set pursuant to this Section, the party hereto that sets such record date may designate any day as the
“Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of 

  
 6 













 
Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this paragraph. 
 Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount. 
 Section 105. Notices, Etc., to Trustee and Company. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, 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 principal office specified in the first paragraph of this instrument, Attention: Chief Financial Officer, or at any other
address previously furnished in writing to the Trustee by the Company. 
 Section 106. Notice to Holders; Waiver. 

Except as otherwise expressly provided herein, where this Indenture provides for notice of any event to Holders of Securities, such notice
shall be sufficiently given to Holders of Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Security affected by such event, at the address of such Holder as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. 
 In 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 to Holders of Securities by mail, then such notification as shall be made in a manner directed by the Company or as provided in a
supplemental indenture hereto shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders. 
 Where this
Indenture provides for notice of any event (including any notice of redemption) to any Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Security (or its
designee), according to the applicable procedures of the Depositary, if any, prescribed for the giving of such notice. 
 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 of
Securities 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. 

Section 107. Conflict with Trust Indenture Act. 

This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the former provision shall be deemed to apply to this Indenture as so modified or to be excluded, as
the case may be. 
 Section 108. Effect of Headings and Table of Contents. 

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 

Section 109. Successors and Assigns. 

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

  
 7 













 Section 110. Separability Clause. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 111. Benefits of Indenture. 

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 112.
Governing Law; Waiver of Jury Trial. 
 This Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York. THE COMPANY, THE TRUSTEE, AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 113. 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 (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity; provided, however, that no interest will accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day if such payment is made on such Business
Day. 
 Section 114. Language of Notices, Etc. 

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the country of publication. 
 Section 115. Submission to
Jurisdiction. 
 The Company irrevocably submits to the non-exclusive jurisdiction of any federal
or state court in the City, County and State of New York, United States, and any appellate court from any thereof, in any legal suit, action or proceeding based on or arising under the Securities or this Indenture and agrees that all claims in
respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives to the fullest extent permitted by law, any objection to any such suit, including actions, suits or proceedings relating to the securities laws of
the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal
suit, action or proceeding. The Company agrees that the final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the
Company is subject by a suit upon such judgment. 
 Section 116. Corporate Obligation. 

No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company’s obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or any
certificate or other writing delivered in connection herewith. 
 Section 117. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act. 

  
 8 













 ARTICLE TWO 

SECURITY FORMS 
 Section 201.
Forms Generally. 
 The Securities of each series shall be in substantially the form of forms as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing
such Securities as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified 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 303 for the authentication and delivery of such Securities (or
any such temporary global Security). 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 

Section 202. Form of Legend for Global Securities. 

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby,
every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

Section 203. 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. 

 

							
		  		  		  	                                      
          ,
		  	            	  		  	As Trustee
				
		  		  	By:	  	  

	Dated:
                                         
   ”	  		  		  	Authorized Signatory

 Section 204. Securities in Global Form. 

If Securities of or within a series are issuable in global form, as specified as contemplated by
Section 301, then any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order
to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304
has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel. 

  
 9 













 The provisions of the last sentence of
Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global
from together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the last sentence of Section 303 . 

Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by
Section 301, payment of principal of and any premium and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. 

ARTICLE THREE 
 THE
SECURITIES 
 Section 301. Amount Unlimited; Issuable In Series. 

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

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any
series, 
 (1) the title of the Securities of the series, including CUSIP numbers, if applicable (which shall distinguish the
Securities of the series from Securities of any other series); 
 (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to
Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered
hereunder); 
 (3) the Trustees, Authenticating Agents, Paying Agents, Security Registrars or other agents with respect to
the series; 
 (4) the Person to whom any interest on any 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, the extent to which, or the manner in which, any interest payable on a temporary global Security
on an Interest Payment Date will be paid if other than in the manner provided in Section 304 ; 

(5) the date or dates on which the principal of the Securities of the series is payable; 

(6) the ability to issue additional Securities in the same series; 

(7) the price or prices at which the Securities will be sold; 

(8) the right, if any, to extend the interest payment periods and the duration of any such deferral period, including the
maximum consecutive period during which interest payment periods may be extended; 
 (9) provisions, if any, granting special
rights to holders of the Securities upon the occurrence of specified events; 
 (10) the terms, if any, upon which Holders
may convert or exchange (or upon which the Company may require Holders to convert or exchange) the Securities of the series into or for the common stock, preferred stock or other securities or property of the Company or of another Person (or upon
which the Securities of the series shall automatically convert or be exchanged into or for such other securities or property); 

(11) the rate or rates at which the Securities of the series shall bear interest, if any, which may be fixed or variable, or
the method by which such rate shall be determined, the date or dates from which any such interest shall accrue, or the method by which such date or dates will be determined, the Interest Payment Dates on which any such interest shall be payable, and
the Regular Record Date for the interest payable on any Securities on any Interest Payment Date; 
 (12) in the case of
Original Issue Discount Securities, the rate of accretion of principal, which may be fixed or variable, or the method of determining such rate, and the date or dates from which principal will accrete or the method by which such date or dates will be
determined; 
 (13) the place or places where, subject to the provisions of
Section 1002, the principal of and any premium, if any, and interest, if any, on Securities of the series shall be payable, where any Securities of the series may be surrendered for registration of
transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be served; 

  
 10 













 (14) the period or periods within which, the price or prices at which and
the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part at the option of the Company (including whether the redemption may be made conditional upon events occurring after the delivery or publication of
the notice of redemption) and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; 

(15) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of the Holders thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed, repaid or purchased, in whole
or in part, pursuant to such obligation; 
 (16) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Securities of the series shall be issuable; 
 (17) whether the amount of payments of principal
(or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, commodities,
equity indices or other indices), and the manner in which such amounts shall be determined; 
 (18) the currency or
currencies, including currency units or composite currencies, in which payment of the principal of and any premium and interest on any Securities of the series shall be payable if other than the currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in Section 101; 

(19) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the
Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on
such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); 

(20) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series
which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 

(21) the collateral, if any, securing the Securities of the series, and the guarantors, if any, who will guarantee the
Securities of the series, or the methods of determining such collateral, if any, and such guarantors, if any; 
 (22) whether
the amount of principal, premium, if any, and interest on the Securities of the series may be determined by reference to an index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner
in which such amounts shall be determined; 
 (23) if the principal amount payable at the Stated Maturity of any Securities
of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including
the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such
amount deemed to be the principal amount shall be determined); 
 (24) if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in
which any election by the Company to defease such Securities shall be evidenced; 
 (25) if applicable, that any Securities
of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 202 and any circumstances in addition to or in lieu of those set forth in the legend set forth in
Section 202 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered in the name
or names of Persons other than the Depositary for such Global Security or a nominee thereof; 
 (26) any addition to or
change in the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to
Section 502; 

  
 11 













 (27) any addition to or change in the covenants set forth in Article
Ten which applies to Securities of the series, including any limitation on the Company’s ability to incur debt, redeem stock or sell its assets; 

(28) whether, under what circumstances and the currency in which the Company will pay additional amounts as contemplated by
Section 1007 on the Securities of the series to any Holder who is not a United States Person(s) (including any modification to the definition of such term) in respect of any tax, assessment or
governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the terms of any such option); 

(29) provisions, if any, granting special rights to holders of Securities of the series upon the occurrence of specified
events; and 
 (30) any other terms of the series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 901 or 902), including the stated intervals of time the Trustee shall be required to transmit reports pursuant to Section 313(a) of the Act. 

All Securities of such series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board
Resolution or supplemental indenture referred to above and (subject to Section 303 ) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such
indenture supplemental hereto. 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. 

Section 302. Denominations. 
 Unless
otherwise provided as contemplated by Section 301 with respect to the Securities of any series, any Securities of such series shall be issuable in denominations of $1,000 and any integral multiple
thereof. 
 Section 303. Execution, Authentication, Delivery and Dating. 

The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, or one of its executive
Vice Presidents, 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. 

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

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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, an Officer’s Certificate, and an Opinion of Counsel, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the forms or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 601 ) shall be fully protected in
conclusively relying upon, an Opinion of Counsel stating, 
 (1) if the forms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 201, that such forms have been established in conformity with the provisions of this Indenture; 

(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by
Section 301, that such terms have been established in conformity with the provisions of this Indenture; and 

(3) that such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. 
 If the authentication and
delivery relates to a new series of Securities created by an indenture supplemental hereto, such Opinion of Counsel shall also state that all conditions precedent to the execution of the supplemental indenture with respect to that series of
Securities have been complied with, the Company has the power to execute and deliver such supplemental indenture and has taken all necessary action for those purposes and any such supplemental indenture has been executed and delivered and
constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent 

  
 12 













 
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Trustee shall not be required
to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, liabilities or immunities under the Securities and this Indenture or otherwise in a manner that is not
reasonably acceptable to the Trustee. 
 Notwithstanding the provisions of Section 301 and of
the two preceding paragraphs, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 
 Each Security shall
be dated the date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in Section 309 , for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture. 
 Section 304. Temporary Securities. 

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

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of that series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and like aggregate principal amount and tenor. 

Until exchanged in full as hereinafter provided, the temporary Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder. 
 Section 305.
Registration, Registration of Transfer and Exchange. 
 The Company shall cause to be kept at an office or agency to be maintained by
the Company in accordance with Section 1002 a register (being the combined register of the Security Registrar and all transfer agents designated pursuant to
Section 1002 for the purpose of registration of transfer of Securities and 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 the registration of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided. 
 Except as otherwise provided in
Section 203 or as may be provided as contemplated by Section 301, upon surrender for registration of transfer of any Security of a series at the office or
agency of the Company maintained pursuant to Section 1002 for such purpose in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon 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 that the Holder making the exchange is entitled to receive. 

  
 13 













 All Securities issued upon any registration of transfer or exchange of Securities shall be
the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or
any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed, by the Holder thereof or his attorney duly authorized in
writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906
or 1107 not involving any transfer. 
 If the Securities of any series (or of any series and specified tenor) are to be redeemed in
part, the Company shall not be required to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending at the close of business on the day of the delivery of the relevant notice of redemption. 

The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any
applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Section 6045 of the United States Internal Revenue Code of 1986, as amended (the “Code”). The Trustee may rely on any such
information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. 
 Section 306. Mutilated,
Destroyed, Lost and Stolen Securities. 
 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
 Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security of any series issued pursuant to this Section in lieu of any 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. 
 The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

Section 307. Payment of Interest; Interest Rights Preserved. 

Except as otherwise provided as contemplated by Section 301 with respect to any 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. 

  
 14 













 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”) after any applicable grace period shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest 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 (a “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and, in the name
and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in
Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so sent, 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. 
 Subject to the foregoing provisions of this
Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security. 
 Section 308. Persons Deemed Owners. 

Prior to due presentment of a Security at maturity, redemption or for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to
Section 305 and Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 Section 309. Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be disposed of in the Trustee’s customary manner. 
 Section 310.
Computation of Interest. 
 Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Section 311. CUSIP Numbers. 

The Company in issuing the Securities may use “CUSIP” numbers, ISINs and “Common Code” numbers
(in each case if then generally in use), and, if so, the Trustee shall use such “CUSIP” numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness 

  
 15 













 
of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will notify the Trustee in writing of any change in “CUSIP” numbers, ISINs or “Common
Code” numbers. 
 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 

Section 401. Satisfaction and Discharge of Indenture. 

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for, and any right to receive additional amounts, as provided in Section 1007), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when 
 (1) either 

(A) all Securities theretofore authenticated and delivered (other than Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306 and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

(B) all such Securities not theretofore delivered to the Trustee for cancellation: 

(i) have become due and payable, or 

(ii) will become due and payable at their Stated Maturity within one year, or 

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall
survive such satisfaction and discharge. 
 Section 402. Application of Trust Money. 

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

  
 16 













 ARTICLE FIVE 

REMEDIES 
 Section 501. 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 any premium on any Security of that series at its Maturity and (if so established as contemplated by Section 301 in respect of that series), in the case of technical or administrative
difficulties only if such default persists for a period of five days; or 
 (3) default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that series; 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 series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or 
 (5) 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 90 consecutive days; or 
 (6) 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, of 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 other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due; or 
 (7) any other Event of Default provided with
respect to Securities of that series. 
 Section 502. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6))
with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the
principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified
in Section 501(5) or 501(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become
immediately due and payable. 

  
 17 













 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 sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, 

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 

(D) all overdue interest on all Securities of that series ; 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 has become due solely by such declaration of acceleration, have been cured or waived as provided in
Section 513. 
 No such rescission shall affect any subsequent default or impair any right
consequent thereon. 
 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if 

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof, 
 the Company will pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances, of the Trustee,
its agents and counsel. 
 If the Company fails to pay such amounts forthwith, 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. 

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 reasonably necessary to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

Section 504. Trustee May File Proofs of Claim. 

In case of 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 (or lesser amount in the case of
Original Issue Discount Securities) 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, 

(1) to file and prove a claim for the whole amount of principal (or lesser amount in the case of Original Issue Discount
Securities) (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 

  
 18 













 (2) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings; provided, however,
that the Trustee may on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 

Section 505. Trustee May Enforce Claims Without Possession of Securities. 

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

 Section 506. Application of Money Collected. 

Any money or property 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 or property on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid: 
 FIRST: To the payment of all amounts due hereunder to the Trustee (acting in any capacity hereunder); 

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

Section 507. Limitation on Suits. 

Subject to Section 508, 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) an Event of Default with respect to Securities of such series shall have occurred and be continuing and 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 an indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such Holders. 

  
 19 













 Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. 

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Sections 305 and 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

Section 509. Restoration of Rights and Remedies. 

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder; then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

Section 510. Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 511. Delay or Omission Not
Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 512. Control by Holders. 

Subject to Section 603(5), with respect to the Securities of any series, 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, provided that 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture,
and 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

 Section 513. Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 

(1) in the payment of the principal of or any premium or interest on any Security of such series, or 

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 514. Undertaking for Costs. 

All parties to this Indenture agree and each Holder of any Security by his acceptance thereof shall be deemed to have agreed that in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs including reasonable attorneys’ fees and expenses against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or the Trustee. 

  
 20 













 Section 515. Waiver of Stay or Extension Laws. 

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted. 
 ARTICLE SIX 

THE TRUSTEE 
 Section 601. Certain
Duties and Responsibilities. 
 The duties and responsibilities of the Trustee shall be as provided in this Indenture and by the Trust
Indenture Act. 
 (a) Except during the continuance of an Event of Default with respect to Securities of any series of which a Responsible
Officer of the Indenture Trustee has actual knowledge, 
 (i) the Trustee undertakes to perform, with respect to Securities of such series,
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 

(ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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. 

(b) If an Event of Default with respect to Securities of any series has occurred and is continuing, the Trustee shall exercise, with respect to
Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise 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 sub-section (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 of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any one or more
series, as provided herein, 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. 
 (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 602. Notice of Defaults. 
 If
a default occurs hereunder with respect to Securities of any series that is actually known to a Responsible Officer of the Trustee, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided
by the Trust Indenture Act. The Trustee may withhold from the Holders notice of any continuing default, except a Default relating to the payment of principal, premium, if any, or interest, if it withholding such notice would be in the interest of
Holders. 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. 

  
 21 













 Section 603. Certain Rights of Trustee. 

Subject to the provisions of Section 601: 

(1) the Trustee may conclusively 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 (whether in its original or facsimile form) believed by it to be
genuine and to have been signed or presented by the proper party or parties; 
 (2) any request or direction of the Company
mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of negligence or bad faith on its part, conclusively rely upon an Officers’ Certificate; 

(4) the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; 
 (6) the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney; 
 (7) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 

(8) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 (9) the
Trustee shall not be deemed to have, or required to take, notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture and specifies that such notice is a notice of an Event of Default; 

(10) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and the Person employed to act hereunder; 

(11) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded; 
 (12) the permissive rights of the Trustee
enumerated herein shall not be construed as duties; 
 (13) in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action; 
 (14) the Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and
powers or otherwise in respect of this indenture; 
 (15) under no circumstances shall the Trustee be liable in its
individual capacity for the obligations evidenced by the securities; 

  
 22 













 (16) the Trustee shall not be liable or responsible for any action or
inaction of the Depositary or any other clearinghouse or depositary; 
 (17) the Trustee shall have no obligation to
undertake any calculation hereunder or have any liability for any calculation performed in connection herewith or the transactions contemplated hereunder; 

(18) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this
Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or
malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action; and 

(19) for certain payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment”
or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4 and 61 of the Code.
The Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Trustee prior to closing, and shall promptly update any such form to the extent such form becomes
obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably
necessary for the Trustee to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 603 are not provided prior to or by the time the related payment is required to be
made or are determined by the Trustee to be incomplete and/or inaccurate in any respect, the Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4 or 61 of the Code, and shall
have no obligation to gross up any such payment. 
 Section 604. Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 Section 605.
May Hold Securities. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, 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 606.
Money Held in Trust. 
 Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest or investment on any money received by it hereunder except as otherwise agreed in writing with the Company. 

Section 607. Compensation and Reimbursement. 

The Company agrees 

(1) to pay to the Trustee (acting in any capacity hereunder) from time to time such compensation for all services rendered by
it hereunder as shall be agreed in writing between the Company and the Trustee (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 and any predecessor Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the Trustee (acting in any capacity hereunder) 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 shall be determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct; and 

(3) to indemnify the Trustee (acting in any capacity hereunder) and any predecessor Trustee for, to protect and to hold it
harmless against, any and all loss, liability claim, damage or expense, including taxes (other than those based upon, measured by or determined by the income of the Trustee), incurred without negligence or willful misconduct on its part, arising out
of or in 

  
 23 













 
connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any
Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or in connection with enforcing the provisions of this Section. 

This Section shall survive the termination of the Indenture and the resignation or removal of the Trustee. 

To secure the payment obligations of the Company in this Section 607, the Trustee shall have a lien prior to the Securities on all money
or property held or collected by the Trustee, except that held in trust to pay principal and interest on any particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture. 

Section 608. Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 
 Section 609. Corporate
Trustee Required; Eligibility. 
 There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each
series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If
any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

Section 610. Resignation and Removal; Appointment of Successor. 

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the resigning Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee with respect to the Securities of such series. 

The Trustee may be removed upon 30 days prior written notice with respect to the Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
 If at any time: 

(1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
 (2) the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 

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

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to
Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving
of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

  
 24 













 If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 611. If, within one year after the successor trustee takes office, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities of such series and accepted appointment in the manner required by
Section 611 , any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 The Company shall give notice of
each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided
in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

Notwithstanding replacement of the Trustee pursuant to this Section 610, the Company’s obligations under Section 607 shall
continue for the benefit of the retiring Trustee. 

  
 25 













 Section 611. Acceptance of Appointment by Successor. 

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. 
 In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates. 
 Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
under this Article. 
 Section 612. Merger, Conversion, Consolidation or Succession to Business. 

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion 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 613. Preferential Collection of Claims Against Company. 

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of Section 311 of the Trust Indenture Act, but only to the extent therein specified, regarding the collection of claims against the Company (or any such other obligor). For purposes of
Section 311(b)(4) and (6) of such Act, the following terms shall mean: 

(a) “cash transaction” means any transaction in which full payment for goods or securities sold is made
within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and 

(b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made,
drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation. 

  
 26 













 Section 614. Appointment of Authenticating Agent. 

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. 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. 
 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. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of
such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. 
 If an appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

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

 

			
	             
                                 ,

As Trustee

		
	By:	 	 
		 	As Authenticating Agent
		
	By:	 	 
		 	Authorized Officer”



  
 27 













 If all of the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested
by the Company in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to such series of Securities. 
 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 701. Company to Furnish Trustee Names and Addresses of Holders. 

With respect to each series of the Securities, the Company will furnish or cause to be furnished to the Trustee 

(1) semi-annually, not later than 10 days after each Regular Record Date or in the case of any series of Securities on which
semi-annual interest is not payable, not more than 15 days after such semi-annual dates specified by the Trustee, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as
of the Regular Record Date or such semi-annual date, as the case may be, and 
 (2) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 

provided, that so long as the Trustee is the Security Registrar, the Company shall not be required to furnish or cause to be furnished such a list to
the Trustee. The Company shall otherwise comply with Section 310(a) of the Trust Indenture Act. 
 Section 702. Preservation of Information;
Communications to Holders. 
 The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of
Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
 Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with this Section 702, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under this Section 702 . The Company, the Trustee, the Security Registrar and any other Person shall have the protection of Section 312(c) of the Trust
Indenture Act. 
 Section 703. Reports by Trustee. 

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto, including Sections 313(a), 313(b), 313(c) and 313(d) of the Trust Indenture Act. 

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company will notify the Trustee in writing when any Securities are listed on any stock exchange or delisted therefrom. 

Section 704. Reports by Company. 

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. The Company shall otherwise comply with Section 314(a) of the Trust Indenture Act.


  
 28 













 Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or
with respect to any reports or other documents delivered under this Indenture. Further, the Trustee shall have liability or responsibility for the filing, timeliness or content of any report filed or delivered in connection herewith. 

ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

Section 801. Company May Consolidate, Etc., Only on Certain Terms. 

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person (other than a direct or indirect wholly-owned subsidiary of the Company) and the Company shall not permit any Person (other than a direct or indirect wholly-owned subsidiary of the Company) to consolidate with or merge into
the Company, unless: 
 (1) the Company is the surviving corporation or, in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust, organized and validly existing under the laws of the United States of America,
any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the due and punctual payment of the principal of and any
premium and interest (including all additional amounts, if any payable pursuant to Section 1007 ) on all the Securities and the performance or observance of every covenant of this Indenture on the part
of the Company to be performed or observed; 
 (2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any 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; 
 (3) if, as a
result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this
Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and 

(4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with. 
 Section 802. Successor Substituted. 

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance with Section 801 , the successor Person formed by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 

  
 29 













 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

Section 901. Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, 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 for the benefit of the Holders of all or any series of Securities (and if such
additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 

(4) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or 

(5) to secure the Securities; or 

(6) to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; 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 and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 611; or 

(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 that such action shall not adversely affect the interests of the Holders of Securities of any series in any material
respect as evidenced by an Officers’ Certificate. 
 Section 902. Supplemental Indentures With Consent of Holders. 

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
 (1)
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any
obligation of the Company to pay additional amounts pursuant to Section 1007 (except as contemplated by Sections 801 and 802 and permitted by
Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 , or change the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 

(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 
 (3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified
in Section 1002, or 

  
 30 













 (4) modify any of the provisions of this Section,
Section 513 or Section 1006 , except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section and Section 901 , or deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7). 

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

Section 903. Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 601 ) shall be fully protected in conclusively 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 that such supplemental indenture constitutes the legal, valid and binding obligation of the Company enforceable against it in
accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s owner’s rights, duties, liabilities or immunities under this Indenture or otherwise. 

Section 904. Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

Section 905. Conformity with Trust Indenture Act. 

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

Section 906. Reference in Securities to Supplemental Indentures. 

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Company, bear a notation in form approved by the Company 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 Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

ARTICLE TEN 
 COVENANTS

 Section 1001. Payment of Principal, Premium and Interest. 

The Company covenants and agrees for the benefit of Holders of each series of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Trustee or the Paying Agent
holds as of 11:00 a.m. Eastern time, on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay the principal, premium, if any, and interest then due, and the Trustee or the Paying Agent,
as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. 
 Section 1002.
Maintenance of Office or Agency. 
 The Company will maintain in each Place of Payment for any series 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 

  
 31 













 
Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such
required office or agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders of Securities of that series may be made and notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands; provided, however, no service of legal process may be made on the Company
at any office of the Trustee. 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. 

Section 1003. Money for Securities Payments to be Held in Trust. 

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium 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 action or failure so to act. 

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or
any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium 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. 

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
 The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 
 Subject to applicable unclaimed property or “escheat laws,” any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal and any premium or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 

Section 1004. Statement by Officers as to Default. 

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an
Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. The Company shall deliver to the Trustee, as soon
as reasonably practicable and in any event within 20 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate setting forth the details of such Event of Default or default. 

  
 32 













 Section 1005. Existence. 

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the ability of the Company to make payments hereunder. 

Section 1006. Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 301 for Securities of such series and
as contemplated by Section 508, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in this Indenture
for the benefit of the Holders of such series if before the time for such compliance the Holders of at least 50% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

Section 1007. Additional Amounts. 

If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series
additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable
in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where
such express mention is not made. 
 If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to
the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days
prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities
of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such
withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the
additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, to protect and to hold them harmless against, any loss, liability, damage or expense reasonably incurred without negligence or
willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. 

ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 

Section 1101. 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 301 for such Securities) in accordance with this Article. 

Section 1102. Election to Redeem; Notice to Trustee. 

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by
Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security),
the Company shall, by delivering an Officers’ Certificate at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if 

  
 33 













 
applicable, of the tenor of the Securities to be redeemed (unless all of the Securities of a specified tenor are to be redeemed). In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities,
the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition. 
 Section 1103.
Selection by Trustee of Securities to be Redeemed. 
 If less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method in accordance with the Depository’s applicable procedures 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 Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series
or of the principal amount of global securities of such series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 
 The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security
shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 
 For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of
such Securities which has been or is to be redeemed. 
 Section 1104. Notice of Redemption. 

Notice of redemption shall be given in the manner provided in Section 106 to the Holders of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date, except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is issued in connection with the defeasance or
satisfaction and discharge of this Indenture. 
 All notices of redemption shall identify the Securities and state: 

(1) the Redemption Date, 

(2) the Redemption Price, 

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the
identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to
be redeemed, the principal amount of the particular Security to be redeemed, 
 (4) that on the Redemption Date the
Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date (unless the Company defaults in the timely deposit of the Redemption Price),

 (5) the place or places where such Securities are to be surrendered for payment of the Redemption Price, 

(6) that the redemption is for a sinking fund, if such is the case, and 

(7) applicable CUSIP number, ISIN or “Common Code” number, if any, and that no representation is made by the Trustee
as to the correctness or accuracy of the CUSIP number, ISIN or “Common Code” number, if any, listed in such notice or printed on the Securities. 

A notice of redemption published as contemplated by Section 106 need not identify particular
registered Securities to be redeemed. 

  
 34 













 Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. 

In case of any redemption at the election of the Company, the Company will, at least 10 days (unless a shorter notice will be satisfactory to
the Trustee) prior to the notice date, notify the Trustee of such Redemption Date. 
 Section 1105. Deposit of Redemption Price. 

Prior to 11:00 a.m. Eastern time on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 ) 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. 
 Section 1106. Securities Payable on
Redemption Date. 
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interests on Securities 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 307 . 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 1107. 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. 
 Section 1108. Purchase of Securities. 

Unless otherwise specified as contemplated by Section 301, the Company and any Affiliate of the
Company may at any time purchase or otherwise acquire Securities in the open market or by private agreement. Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such Securities.
Any Securities purchased or acquired by the Company may be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section 309 shall apply
to all Securities so delivered. 
 ARTICLE TWELVE 

SINKING FUNDS 
 Section 1201.
Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities
of any series except as otherwise specified as contemplated by Section 301 for such Securities. 

The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking
fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such
Securities. 

  
 35 













 Section 1202. Satisfaction of Sinking Fund Payments with Securities. 

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as
a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to
be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

Section 1203. Redemption of Securities for Sinking Fund. 

Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered. The Trustee shall select any Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107. 
 ARTICLE THIRTEEN 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 1301. Company’s Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may at its option, at any time elect to have either Section 1302 or
Section 1303 applied to the Outstanding Securities of any series upon compliance with the conditions set forth below in this Article Thirteen. 

Section 1302. Legal Defeasance and Discharge. 

Upon the Company’s exercise of the option provided in Section 1301 applicable to this
Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of any series on the date the conditions set forth below are satisfied (hereinafter, “legal
defeasance”). For this purpose, such legal 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 the Securities of such series and this Indenture insofar as the Securities of such series are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of the Securities of such series to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on the Securities of such series when such payments are due, (B) the
Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations related thereto and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303. 
 Section 1303. Covenant
Defeasance. 
 Upon the Company’s exercise of the option provided in Section 1301
applicable to this Section, (i) the Company shall be released from its obligations with respect to the Securities of such series under Section 801, Section 1006
and Section 1007 and any covenants provided pursuant to Section 301 for the benefit of the Holders of such Securities (to the extent so provided
pursuant to Section 301 ) and (ii) the occurrence of an event specified in Sections 501(3) or (4) shall not be deemed to be an Event of Default
on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose, such covenant defeasance means that the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or clause whether directly or indirectly by reason of any reference elsewhere herein to any such Section or clause or by reason of any reference in any such Section or clause
to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 

  
 36 













 Section 1304. Conditions to Legal Defeasance or Covenant Defeasance. 

The following shall be the conditions to application of either Section 1302 or
Section 1303 to the then Outstanding Securities of any series: 
 (1) The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 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 the Securities of such series, (A) money in
an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm expressed in a written certification thereof delivered to the
Trustee, (if such firms at such time customarily deliver such certifications, and, if not, such certification may be from the principal financial officer of the Company), to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, the principal of, premium, if any, and each installment of interest on the Securities on the Stated Maturity of such principal or installment of interest in accordance with the terms of this Indenture and of
the Securities of such series. For this purpose, “Government Obligations” means, with respect to any series of Securities, securities that are (x) direct obligations of the government that issued the currency in which
such series is denominated (or, if such series is denominated in euro, the direct obligations of any government that is a member of the European Monetary Union) 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 such government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable
or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation where the relevant
government is the United States of America or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary 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 such Government Obligation or the specific payment of principal
of or interest on such Government Obligation evidenced by such depository receipt. 
 (2) In the event of an election to have
Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (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 gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. 

(3) In the event of an election to have Section 1303 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of such deposit and covenant defeasance and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred.

 (4) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, together
stating that all conditions precedent provided for relating to either the legal defeasance under Section 1302 or the covenant defeasance under Section 1303
(as the case may be) have been complied with. 
 (5) Such legal defeasance or covenant defeasance shall not result in the
trust arising from such deposit constituting an investment company as defined in the Investment Company Act, or such trust shall be qualified under such act or exempt from regulation thereunder. 

Section 1305. Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 

Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (solely for purposes of this Section and Section 1306 , the Trustee and any such other trustee are
referred to collectively, for purposes of this Section 1305 , as the “Trustee”) pursuant to Section 1304 in respect of the
Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities of such series 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 the Securities of such series, 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. 

  
 37 













 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of the Outstanding Securities. 
 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 Government Obligations held by it as provided in Section 1304 which, in the opinion of a nationally
recognized firm of independent public accountants (or a nationally recognized investment banking firm or the principal financial officer of the Company, as appropriate) 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 legal defeasance or covenant defeasance. 

Section 1306. Reinstatement. 
 If the
Trustee or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1302 or 1303; provided, however, that if the Company makes any payment
of principal of (and premium, if any) or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the Securities of such series to receive such payment from the money
held by the Trustee or the Paying Agent. 
 Section 1307. Deposited Money and Government Obligations to be Held in Trust. 

Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee pursuant to
Section 1304 in respect of any Securities of any 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, premium, if any, and
interest, if any, but such money need not be segregated from other funds except as provided herein and except to the extent required by law. 

ARTICLE FOURTEEN 

MEETING OF HOLDERS OF SECURITIES 

Section 1401. Purposes for which Meetings may be Called. 

A meeting of Holders of Securities of any or all series of Securities may be called at any time and from time to time pursuant to this Article
to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. 

Section 1402. Call, Notice and Place of Meetings. 

(a) The Trustee may at any time call a physical or telephonic meeting of Holders of Securities of any series for any purposes
specified in Section 1401, to be held at any such time and at such place. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

 (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of
the Outstanding Securities of any series shall have requested the Trustee to call a physical or telephonic meeting of the Holders of Securities of such series for any purpose specified in Section 1401
and have provided sufficient funds to cover the costs for the delivery of notice of such meeting, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. 

  
 38 













 Section 1403. Persons Entitled to Vote at Meetings. 

Upon the calling of a meeting of Holders with respect to the Securities of a series all or part of which are represented by a Security, a
record date shall be established for determining Holders of Outstanding Securities of such series entitled to vote at such meeting, which record date shall be the close of business on the day the notice of the meeting of Holders is given in
accordance with Section 1402. The Holders on such record date, and their designated proxies, and only such Persons, shall be entitled to vote at such meeting of Holders. To be entitled to vote at any
meeting of Holders, a Person shall (a) be a Holder of one or more Securities or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more Securities; provided, however, that in the case of any meeting
of Holders with respect to the Securities of a series all or part of which are represented by a Security, only Holders, or their designated proxies, of record on the record date established pursuant to
Section 1403 hereof shall be entitled to vote at such meeting. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 

Section 1404. Quorum; Action. 
 The
Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such
meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 50% in principal amount of the Outstanding Securities of a series, the Persons entitled to vote 50% in principal amount
of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series,
be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 1402(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. 

Except as limited by the proviso to the first paragraph of Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to the first paragraph of Section 902, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by
the Holders of not less than 50% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the
Holders of 50% in principal amount of the Outstanding Securities of that series; and provided, further, that, except as limited by the proviso to the first paragraph of Section 902, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or any adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series. 
 Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting. 

Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings. 

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as is shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 

  
 39 













 (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1402(b), in which case the Company or the Holders of Securities of
the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting. 
 (c) At any meeting each Holder of a
Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 

(d) Any meeting of Holders of Securities of any series duly called pursuant to
Section 1402 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without further notice. 
 Section 1406. Counting Votes and Recording Action of Meetings.

 The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes
cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 1402 and, if applicable, Section 1404. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated. 
 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. 

  
 40 













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

			
	CARRIAGE SERVICES, INC.


 
			
		
	By:	 	        
	Name:	 	  

	Title:	 	  

	
	[                                 ],
Trustee


 
			
		
	By:	 	        
	Name:	 	  

	Title:	 	  



  

  
 41