EX-4.7



 Exhibit 4.7 

FORM OF SENIOR INDENTURE 
  

 
 CONN’S, INC., 

ISSUER 
 AND 

U.S. BANK NATIONAL ASSOCIATION, 

TRUSTEE 
 INDENTURE 

DATED AS OF [    ], 20[    ] 

SENIOR DEBT SECURITIES 
  

 







 CROSS-REFERENCE TABLE(1) 

 

			
	 Section of
 Trust Indenture Act

of 1939, as amended
	  	Section of
Indenture
	310(a)(1)	  	7.10
	310(a)(2)	  	7.10
	310(a)(3)	  	Inapplicable
	310(a)(4)	  	Inapplicable
	310(a)(5)	  	7.10
	310(b)	  	7.10
		  	7.10
	310(c)	  	Inapplicable
	311(a)	  	7.11
	311(b)	  	7.11
	311(c)	  	Inapplicable
	312(a)	  	5.01
		  	5.02(a)
	312(b)	  	5.02(c)
	312(c)	  	5.02(c)
	313(a)	  	5.04(a)
	313(b)	  	5.04(b)
	313(c)	  	5.04(a)
		  	5.04(b)
		  	5.04(c)
	313(d)	  	5.04(b)
		  	5.04(c)
	314(a)	  	5.03
		  	13.05(c)
	314(b)	  	Inapplicable
	314(c)	  	13.05
	314(d)	  	Inapplicable
	314(e)	  	13.05
	314(f)	  	Inapplicable
	315(a)(1)	  	7.01; 7.07
	315(a)(2)	  	7.05
	315(b)	  	5.04(d)
	315(c)	  	7.01
	315(d)	  	7.01
	315(e)	  	6.07
	316(a)	  	6.06
		  	8.04
	316(b)	  	6.04
	316(c)	  	8.01
	317(a)	  	6.02
	317(b)	  	4.03
	318(a)	  	13.07

  

	(1)	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. 


  
 -i- 








 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	1	  
		
	 SECTION 1.01 Definitions of Terms
	  	 	1	  
		
	 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
	  	 	3	  
		
	 SECTION 2.01 Designation and Terms of Securities
	  	 	3	  
		
	 SECTION 2.02 Form of Securities and Trustee’s Certificate
	  	 	4	  
		
	 SECTION 2.03 Denominations; Provisions for Payment
	  	 	4	  
		
	 SECTION 2.04 Execution and Authentications
	  	 	5	  
		
	 SECTION 2.05 Registration of Transfer and Exchange
	  	 	5	  
		
	 SECTION 2.06 Temporary Securities
	  	 	6	  
		
	 SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities
	  	 	6	  
		
	 SECTION 2.08 Cancellation
	  	 	6	  
		
	 SECTION 2.09 Benefits of Indenture
	  	 	6	  
		
	 SECTION 2.10 Authenticating Agent
	  	 	7	  
		
	 SECTION 2.11 Global Securities
	  	 	7	  
		
	 ARTICLE III REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	  	 	7	  
		
	 SECTION 3.01 Redemption
	  	 	7	  
		
	 SECTION 3.02 Notice of Redemption
	  	 	8	  
		
	 SECTION 3.03 Payment Upon Redemption
	  	 	8	  
		
	 SECTION 3.04 Sinking Fund
	  	 	8	  
		
	 SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities
	  	 	8	  
		
	 SECTION 3.06 Redemption of Securities for Sinking Fund
	  	 	9	  
		
	 ARTICLE IV COVENANTS
	  	 	9	  
		
	 SECTION 4.01 Payment of Principal, Premium and Interest
	  	 	9	  
		
	 SECTION 4.02 Maintenance of Office or Agency
	  	 	9	  
		
	 SECTION 4.03 Paying Agents
	  	 	9	  
		
	 SECTION 4.04 Appointment to Fill Vacancy in Office of Trustee
	  	 	10	  
		
	 ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	  	 	10	  
		
	 SECTION 5.01 Company to Furnish Trustee Names and Addresses of Securityholders
	  	 	10	  
		
	 SECTION 5.02 Preservation Of Information; Communications With Securityholders
	  	 	10	  
		
	 SECTION 5.03 Reports by the Company
	  	 	10	  
		
	 SECTION 5.04 Reports by the Trustee
	  	 	10	  
		
	 ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	  	 	11	  
		
	 SECTION 6.01 Events of Default
	  	 	11	  
		
	 SECTION 6.02 Suits for Enforcement by Trustee
	  	 	12	  
		
	 SECTION 6.03 Application of Moneys Collected
	  	 	12	  
		
	 SECTION 6.04 Limitation on Suits
	  	 	12	  
		
	 SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver
	  	 	13	  
		
	 SECTION 6.06 Control by Securityholders
	  	 	13	  
		
	 SECTION 6.07 Undertaking to Pay Costs
	  	 	13	  


  
 -ii- 








 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	Page	 
	 ARTICLE VII CONCERNING THE TRUSTEE
	  	 	13	  
		
	 SECTION 7.01. Duties of Trustee
	  	 	13	  
		
	 SECTION 7.02. Rights of Trustee
	  	 	14	  
		
	 SECTION 7.03. Individual Rights of Trustee
	  	 	15	  
		
	 SECTION 7.04. Trustee’s Disclaimer
	  	 	15	  
		
	 SECTION 7.05. Notice of Defaults
	  	 	15	  
		
	 SECTION 7.06. Reports by Trustee to Securityholders
	  	 	15	  
		
	 SECTION 7.07. Compensation and Indemnity
	  	 	15	  
		
	 SECTION 7.08. Replacement of Trustee
	  	 	16	  
		
	 SECTION 7.09. Successor Trustee by Merger, etc.
	  	 	16	  
		
	 SECTION 7.10. Eligibility; Disqualification
	  	 	16	  
		
	 SECTION 7.11. Preferential Collection of Claims Against the Company
	  	 	17	  
		
	 ARTICLE VIII CONCERNING THE SECURITYHOLDERS
	  	 	17	  
		
	 SECTION 8.01 Evidence of Action by Securityholders
	  	 	17	  
		
	 SECTION 8.02 Proof of Execution by Securityholders
	  	 	17	  
		
	 SECTION 8.03 Who May be Deemed Owners
	  	 	17	  
		
	 SECTION 8.04 Certain Securities Owned by Company Disregarded
	  	 	17	  
		
	 SECTION 8.05 Actions Binding on Future Securityholders
	  	 	18	  
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	 	18	  
		
	 SECTION 9.01 Supplemental Indentures Without the Consent of Securityholders
	  	 	18	  
		
	 SECTION 9.02 Supplemental Indentures With Consent of Securityholders
	  	 	18	  
		
	 SECTION 9.03 Effect of Supplemental Indentures
	  	 	19	  
		
	 SECTION 9.04 Securities Affected by Supplemental Indentures
	  	 	19	  
		
	 SECTION 9.05 Execution of Supplemental Indentures
	  	 	19	  
		
	 ARTICLE X SUCCESSOR ENTITY
	  	 	19	  
		
	 SECTION 10.01 Company May Consolidate, Etc.
	  	 	19	  
		
	 SECTION 10.02 Successor Entity Substituted
	  	 	20	  
		
	 SECTION 10.03 Evidence of Consolidation, Etc. to Trustee
	  	 	20	  
		
	 ARTICLE XI SATISFACTION AND DISCHARGE
	  	 	20	  
		
	 SECTION 11.01 Satisfaction and Discharge of Indenture
	  	 	20	  
		
	 SECTION 11.02 Discharge of Obligations
	  	 	20	  
		
	 SECTION 11.03 Deposited Moneys to be Held in Trust
	  	 	20	  
		
	 SECTION 11.04 Payment of Moneys Held by Paying Agents
	  	 	20	  
		
	 SECTION 11.05 Repayment to Company
	  	 	21	  
		
	 ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	  	 	21	  
		
	 SECTION 12.01 No Recourse
	  	 	21	  
		
	 ARTICLE XIII MISCELLANEOUS PROVISIONS
	  	 	21	  
		
	 SECTION 13.01 Effect on Successors and Assigns
	  	 	21	  
		
	 SECTION 13.02 Actions by Successor
	  	 	21	  
		
	 SECTION 13.03 Notices
	  	 	21	  


  
 -iii- 








 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	Page	 
	 SECTION 13.04 Governing Law
	  	 	21	  
		
	 SECTION 13.05 Compliance Certificates and Opinions
	  	 	21	  
		
	 SECTION 13.06 Payments on Business Days
	  	 	22	  
		
	 SECTION 13.07 Conflict with Trust Indenture Act
	  	 	22	  
		
	 SECTION 13.08 Counterparts
	  	 	22	  
		
	 SECTION 13.09 Separability
	  	 	22	  
		
	 SECTION 13.10 Assignment
	  	 	22	  
		
	 ARTICLE XIV GUARANTEE OF SECURITIES
	  	 	22	  
		
	 SECTION 14.01 Securities Guarantee
	  	 	22	  
		
	 SECTION 14.02 Limitation on Guarantor Liability
	  	 	23	  
		
	 SECTION 14.03 Execution and Delivery of Securities Guarantee Notation
	  	 	23	  

  

	(2)	This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. 


  
 -iv- 








 INDENTURE, dated as of [     ], 20[    ], between
Conn’s, Inc., a Delaware corporation (the “Company”), the Guarantors (as hereinafter defined) and U.S. Bank National Association, as trustee (the “Trustee”): 

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured debt securities (hereinafter referred to as the “Securities”), which may, but are not required to be guaranteed by the Guarantors, in an unlimited aggregate principal amount to be issued from time to time in one or
more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee; 

WHEREAS, to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company and
Guarantors have duly authorized the execution of this Indenture; and 
 WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company and of the Guarantors, in accordance with its terms, have been done. 
 NOW, THEREFORE, in consideration of the
premises and the purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders of Securities: 

ARTICLE I 
 DEFINITIONS 

SECTION 1.01 Definitions of Terms. 
 The terms
defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in
this Section and shall include the plural as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this
instrument. 
 “Authenticating Agent” means an authenticating agent with respect to all or any of the series of Securities
appointed with respect to all or any series of the Securities by the Trustee pursuant to Section 2.10. 
 “Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. 
 “Board of Directors” means the Board
of Directors of the Company or Guarantor, as the case may be, or any duly authorized committee of such Board of Directors. 
 “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or a Guarantor, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date
of such certification. 
 “Business Day” means, with respect to any series of Securities, any day other than a day on which
Federal or State banking institutions in the United States (or in any city in which the paying agent appointed pursuant to Section 4.03 has an office), are authorized or obligated by law, executive order or regulation to close. 

“Certificate” means a certificate signed by the principal executive officer, the principal financial officer or the principal
accounting officer of the Company. The Certificate need not comply with the provisions of Section 13.05. 
 “Company” means
Conn’s, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and, subject to the provisions of Article Ten, shall also include its successors and assigns. 

“Corporate Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at [    ], except that whenever a provision herein refers to an office or agency of the Trustee in the United States, such office is located, at the date
hereof, at [    ] 
 “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under
any Bankruptcy Law. 
 “Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an
Event of Default. 
 “Depositary” means, with respect to Securities of any series, for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11. 

“Event of Default” means, with respect to Securities of a particular series any event specified in Section 6.01, continued for
the period of time, if any, therein designated. 

  
 1 








 “Global Security” means, with respect to any series of Securities, a Security executed
by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. 

“Governmental Obligations” means securities that are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America that, 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 of 1933, as amended) as custodian with respect to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such
depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of
the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by such depositary receipt. 

“Guarantor” means each Person that becomes a guarantor of any Securities pursuant to the applicable provisions of this Indenture.

 “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. 
 “Indenture” means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into in accordance with the terms hereof. 

“Interest Payment Date,” when used with respect to any installment of interest on a Security of a particular series, means the date
specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment of interest with respect to Securities of that series is due and payable. 

“Officers’ Certificate” means in the case of the Company, a certificate signed by the Chairman, Vice Chairman, Chief Executive
Officer, President, Chief Financial Officer, Chief Operating Officer, an Executive Vice President or a Senior Vice President and by the Treasurer or an Assistant Treasurer or the Controller or an Assistant Controller or the Secretary or an Assistant
Secretary of the Company, or in the case of a Guarantor, a certificate signed by the Chairman of the Board, Chief Executive Officer, President, any Vice President or any duly authorized officer of such Guarantor and by the Treasurer or an Assistant
Treasurer or the Secretary or Assistant Secretary of such Guarantor, that is delivered to the Trustee in accordance with the terms hereof. Each such certificate shall include the statements provided for in Section 13.05, if and to the extent
required by the provisions thereof. 
 “Opinion of Counsel” means an opinion in writing of legal counsel, who may be an employee
of or counsel for the Company or a Guarantor, as the case may be, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.05, if and to the extent required
by the provisions thereof. 
 “Outstanding,” when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore canceled by the Trustee or any paying
agent, or delivered to the Trustee or any paying agent for cancellation or that have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if
such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory to the Trustee shall have been made for giving
such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07. 

“Person” means any individual, corporation, partnership, joint venture, joint-stock company, unincorporated organization or
government or any agency or political subdivision thereof. 
 “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 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. 
 “Responsible Officer” when
used with respect to the Trustee means the President, any Vice President, the Secretary, the Treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar
to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject. 

“Securities” means the debt Securities authenticated and delivered under this Indenture. 

“Securities Guarantee” means each guarantee of the obligations of the Company under this Indenture and the Securities by a Guarantor
in accordance with the provisions hereof. 
 “Securityholder,” “holder of Securities,” “registered holder” or
other similar term, means the Person or Persons in whose name or names a particular Security shall be registered on the books of the Company kept for that purpose in accordance with the terms of this Indenture. 

  
 2 








 “Subsidiary” means, with respect to any Person, (i) any corporation at least a
majority of whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity, at least a majority of whose outstanding partnership or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries and
(iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner. 
 “Trustee” means
[    ], and, subject to the provisions of Article Seven, shall also include its successors and assigns, and, if at any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person. The term “Trustee” as used with respect to a particular series of the Securities shall mean the trustee with respect to that series. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02 and 10.01,
as in effect at the date of execution of this instrument. 
 “Voting Stock,” as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however designated) in such Person having ordinary voting power for the election of the directors (or the equivalent) of such Person, other than shares, interests, participations
or other equivalents having such power only by reason of the occurrence of a contingency. 
 ARTICLE II 

ISSUE, DESCRIPTION, TERMS, EXECUTION, 

REGISTRATION AND EXCHANGE OF SECURITIES 
 SECTION
2.01 Designation and Terms of Securities. 
 (a) The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution of the Company or pursuant to one or
more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall be established in or pursuant to a Board Resolution of the Company, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto: 
 (1) the title of the Security of the series (which shall distinguish the Securities
of the series from all other Securities); 
 (2) any limit upon the aggregate principal amount of the Securities of that
series that 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 that series); 

(3) the date or dates on which the principal of the Securities of the series is payable and the place(s) of payment; 

(4) the rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate or
rates, if any; 
 (5) the date or dates from which such interest shall accrue, the Interest Payment Dates on which such
interest will be payable or the manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination of holders to whom interest is payable on any such Interest Payment Dates; 

(6) the right, if any, to extend the interest payment periods and the duration of such extension; 

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which, Securities of the
series may be redeemed, in whole or in part, at the option of the Company; 
 (8) the obligation, if any, of the Company to
redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations) or at the option of a holder thereof and the period or periods
within which, the price or prices at which, and the terms and conditions upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(9) the form of the Securities of the series including the form of the certificate of authentication for such series; 

(10) if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in
which the Securities of the series shall be issuable; 
 (11) any and all other terms with respect to such series (which
terms shall not be inconsistent with the terms of this Indenture, as amended by any supplemental indenture) including any terms which may be required by or advisable under United States laws or regulations or advisable in connection with the
marketing of Securities of that series; 
 (12) whether the Securities are issuable as a Global Security and, in such case,
the identity of the Depositary for such series; 
 (13) whether the Securities will be convertible into shares of common
stock or other securities of the Company and, if so, the terms and conditions upon which such Securities will be so convertible, including the conversion price and the conversion period; 

(14) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01; 
 (15) any additional or
different Events of Default or restrictive covenants provided for with respect to the Securities of the series; and 

  
 3 








 (16) whether the Securities of the series will be guaranteed pursuant to the
Securities Guarantee set froth in ARTICLE XIV, any modifications to the terms of ARTICLE XIV applicable to the Securities of such series and the applicability of any other guarantee. 

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to any such Board Resolution or in any indentures 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, if applicable, the Guarantors, and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate setting forth the terms of the series. 
 Securities of any particular series may be issued
at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such
interest may be payable and with different redemption dates. 
 SECTION 2.02 Form of Securities and Trustee’s Certificate. 

The Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution and as set forth in an Officers’ Certificate and may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Securities of that series may be listed, or to conform to usage. 

SECTION 2.03 Denominations; Provisions for Payment. 

The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(10). The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America that at the time is legal tender for public and private debt, at the office or agency of
the Company maintained for that purpose in the United States. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months. 

The interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment. In the event that any Security
of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section 3.03. 
 Any interest on any Security that is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record
date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below: 

(1) The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or
their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Security Register (as hereinafter defined), not less than
10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered on such special record date. 
 (2) The Company may
make payment of any Defaulted Interest on any Securities 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. 

  
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 Unless otherwise set forth in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities with respect to any Interest Payment Date for such
series shall mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of
a month, or the last day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month,
whether or not such date is a Business Day. 
 Subject to the foregoing provisions of this Section, each Security of a series delivered
under this Indenture upon transfer of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 

SECTION 2.04 Execution and Authentications. 
 The
Securities shall be signed on behalf of the Company by its Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, or one of its Executive Vice Presidents or Senior Vice Presidents, or its
Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Any Securities Guarantee endorsed on the Securities shall
be executed on behalf of the applicable Guarantor by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. Signatures may be in the form of a manual
or facsimile signature. The Company and the Guarantors may use the facsimile signature of any Person who were at any time proper officers of the Company or a Guarantor, as the case may be, notwithstanding the fact that at the time the Securities
shall be authenticated and delivered or disposed of such Person shall have ceased to hold such office. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. 

No Security or Securities Guarantee endorsed thereon shall be valid until authenticated manually by an authorized signatory of the Trustee, or
by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. 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 written order of the Company for the authentication and
delivery of such Securities, signed by an authorized officer and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. 

In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this
Indenture. 
 The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture
will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. 

SECTION 2.05 Registration of Transfer and Exchange. 

(a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in
the United States, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in
this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. 
 (b) The Company shall
keep, or cause to be kept, at its office or agency designated for such purpose in the United States, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar
for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by a Board Resolution (the “Security Registrar”). 

Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company and, if
applicable, the Guarantor, shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities, with an endorsement of the Securities Guarantee, if
applicable, executed by the Guarantors, of the same series as the Security presented for a like aggregate principal amount. 
 All
Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such holder’s duly authorized attorney in writing. 

(c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial
redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not
involving any transfer. 

  
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 (d) The Company shall not be required (1) to issue, exchange or register the transfer of any
Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such
mailing, nor (2) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof. 
 SECTION 2.06 Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver,
temporary Securities (printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the purpose in the United States, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished
until further notice from the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered hereunder. 

SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities. 

In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company’s request, the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, of
the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company
and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request
or authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company and the Guarantors (if applicable) 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. In case any Security that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company
may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company, the Guarantors (if
applicable) and the Trustee such security or indemnity as they may require to save each of them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company, the Guarantors (if applicable) and the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof. 
 Every replacement Security issued pursuant to the provisions of
this Section shall constitute an additional contractual obligation of the Company and, if applicable, the Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 
 SECTION 2.08
Cancellation. 
 All Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if
surrendered to the Company or any paying agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by
any of the provisions of this Indenture. On request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence of such request the Trustee may dispose of canceled
Securities in accordance with its standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. 
 SECTION 2.09 Benefits of
Indenture. 
 Nothing in this Indenture or in the Securities, express or implied, shall give or be construed to give to any Person, other
than the parties hereto and the holders of the Securities, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders of the Securities. 

  
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 SECTION 2.10 Authenticating Agent. 

So long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities
which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption thereof, 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. All references in this Indenture to the authentication of Securities by the Trustee
shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently reported or
determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is subject to
supervision or examination by Federal or State authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. 

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee, to the Company, and if applicable, to
the Guarantor. The Trustee may at any time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, to the Company, and if applicable, to the
Guarantor. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of
its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. 

SECTION 2.11 Global Securities. 
 (a) If the
Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and
deliver, a Global Security that (1) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series, (2) shall be registered in the name of the Depositary
or its nominee, (3) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (4) shall bear a legend substantially to the following effect: “Except as otherwise provided in
Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” 

(b) Notwithstanding the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. 

(c) If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company, and, if applicable, the
Guarantors, will execute and, subject to Section 2.05, the Trustee will authenticate and deliver the Securities with an endorsement of the Securities Guarantee, if applicable, executed by the Guarantors, of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may at any time determine that
the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company, and, if applicable, the Guarantors.
will execute and, subject to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities with an endorsement of the Securities Guarantee, if
applicable, of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security.
Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in
exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. 

ARTICLE III 
 REDEMPTION OF
SECURITIES AND SINKING FUND PROVISIONS 
 SECTION 3.01 Redemption. 

The Company may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms established for
such series pursuant to Section 2.01 hereof. 

  
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 SECTION 3.02 Notice of Redemption. 

(a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in
accordance with the right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such
redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register unless a shorter period is specified in the
Securities to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the
holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with any such restriction. 
 Each such notice of redemption shall specify the date fixed for redemption and the
redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company in the United States, upon
presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking
fund, if such is the case. If less than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case
any Security is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. 
 (b) If less than all
the Securities of a series are to be redeemed, the Company shall give the Trustee at least 60 days’ notice in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed, and
thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and that may provide for the selection of a portion or portions (equal to two thousand U.S. dollars ($2,000) or any integral
multiple thereof) of the principal amount of such Securities of a denomination larger than $2,000, the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or
in part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, or any Executive Vice
President or Senior Vice President, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be
in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered
to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section. 
 SECTION 3.03 Payment Upon Redemption. 

(a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series
to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion
thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of
business on the applicable record date pursuant to Section 2.03). 
 (b) Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of the Security so presented. 
 SECTION 3.04 Sinking Fund. 

The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as
otherwise specified as contemplated by Section 2.01 for Securities of such series. 
 The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to
as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
 SECTION 3.05 Satisfaction of Sinking
Fund Payments with Securities. 
 The Company (a) may deliver Outstanding Securities of a series (other than any Securities previously
called for redemption) and (b) may apply as a credit Securities of a series that 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 

  
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satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities, provided that such
Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. 
 SECTION 3.06 Redemption of Securities for Sinking Fund. 

Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 3.05 and the basis for such credit and will, together with such Officers’ Certificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 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 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03. 

ARTICLE IV 
 COVENANTS 

SECTION 4.01 Payment of Principal, Premium and Interest. 

The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of that
series at the time and place and in the manner provided herein and established with respect to such Securities. 
 SECTION 4.02 Maintenance of Office or
Agency. 
 So long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency in the United
States, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where (a) Securities of that series may be presented for payment, (b) Securities of that series
may be presented as herein above authorized for registration of transfer and exchange, and (c) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by written notice signed by its Chairman, Vice Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, or an Executive Vice President or
Senior Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands.

 SECTION 4.03 Paying Agents. 
 (a) If the
Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provisions of this Section: 
 (1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Persons entitled
thereto; 
 (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such
Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; 

(3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and 
 (4)
that it will perform all other duties of paying agent as set forth in this Indenture. 
 (b) If the Company shall act as its own paying agent
with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of this action or failure so to act. 

(c) Notwithstanding anything in this Section to the contrary, (1) the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.05, and (2) the Company, and, if applicable, the Guarantors, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct
any paying agent to pay, to the Trustee all sums held in 

  
 9 








 
trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and,
upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. 
 SECTION
4.04 Appointment to Fill Vacancy in Office of Trustee. 
 The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. 

ARTICLE V 
 SECURITYHOLDERS’
LISTS AND REPORTS 
 BY THE COMPANY AND THE TRUSTEE 

SECTION 5.01 Company to Furnish Trustee Names and Addresses of Securityholders. 

The Company will furnish or cause to be furnished to the Trustee (a) on each regular record date (as defined in Section 2.03), but in
each case will be no more than six months apart, a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to be furnished such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in
writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need
be furnished for any series for which the Trustee shall be the Security Registrar. 
 SECTION 5.02 Preservation Of Information; Communications With
Securityholders. 
 (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and
addresses of the holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity). 
 (b) The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list
so furnished. 
 (c) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders
with respect to their rights under this Indenture or under the Securities. The Company, the Guarantors (if applicable), the Trustee, the Security Registrar and any other Person shall have the protection of the Trust Indenture Act
Section 312(c). 
 SECTION 5.03 Reports by the Company. 

(a) The Company covenants and agrees to file with the Trustee, within 15 days after the Company files the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect of a
security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. 
 (b)
The Company covenants and agrees to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from to time by the Commission, such additional information, documents and reports with respect to compliance by
the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations. 

(c) The Company covenants and agrees to transmit by mail, first class postage prepaid, or reputable overnight delivery service that provides
for evidence of receipt, to the Securityholders, as their names and addresses appear upon the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed
by the Company pursuant to subsections (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 

SECTION 5.04 Reports by the Trustee. 
 (a) On or
before [ ] in each year in which any of the Securities are Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report
dated as of the preceding [ ], if and to the extent required under Section 313(a) of the Trust Indenture Act. 
 (b) The Trustee
shall comply with Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act. 

  
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 (c) A copy of each such report shall, at the time of such transmission to Securityholders, be
filed by the Trustee with the Company, with each stock exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any Securities become listed on any stock exchange. 

(d) If an Event of Default occurs and is continuing and the Trustee receives actual notice of such Event of Default, the Trustee shall mail to
each Securityholder notice of the uncured Event of Default within 90 days after the occurrence thereof. Except in the case of an Event of Default in payment of principal of, or interest on, any Securities, or in the payment of any sinking or
purchase fund installment, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Securityholders. 
 ARTICLE VI 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 

SECTION 6.01 Events of Default. 
 (a) Whenever
used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the following events that has occurred and is continuing: 

(1) the Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when
the same shall become due and payable, and such default continues for a period of 30 days; provided, however, that a valid extension of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto,
shall not constitute a default in the payment of interest for this purpose; 
 (2) the Company defaults in the payment of the
principal of (or premium, if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid extension of the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal
or premium, if any; 
 (3) the Company fails to observe or perform any other of its covenants or agreements with respect to
that series contained in this Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly included in this Indenture solely for the
benefit of one or more series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default”
hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the time Outstanding; 

(4) the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents
to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property or (iv) makes a general assignment for the benefit of its
creditors; or 
 (5) a court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief
against the Company in an involuntary case, (ii) appoints a Custodian of the Company for all or substantially all of its property or (iii) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 90
days. 
 (b) In each and every such case, unless the principal of all the Securities of that series shall have already become due and
payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may
declare the principal of all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. 

(c) At any time after the principal of the Securities of that series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company, or, if applicable, one or more Guarantors, has paid or deposited with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of that series and the principal of (and premium, if any, on) all Securities of that series that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that series to the date of such payment or deposit) and any amount payable to the Trustee
under Section 7.06, and (2) any and all other Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on Securities of that series that shall not have become due by their terms, shall have
been remedied or waived as provided in Section 6.06. 
 No such rescission and annulment shall extend to or shall affect any subsequent
default or impair any right consequent thereon. 
 (d) In case the Trustee shall have proceeded to enforce any right with respect to
Securities of that series under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every
such case, subject to any determination in such proceedings, the Company, the Guarantors, if applicable, and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the
Company, the Guarantors, if applicable, and the Trustee shall continue as though no such proceedings had been taken. 

  
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 SECTION 6.02 Suits for Enforcement by Trustee. 

(a) If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee, in its own name and
as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree,
and may enforce any such judgment or final decree against the Company, or, if applicable, one or more Guarantors, or any other obligor upon the Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company , or, if applicable, one or more Guarantors, or any other obligor upon the Securities of that series, wherever situated. 

(b) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of a series allowed for the entire amount due and payable by the
Company under this Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or other property payable or deliverable
on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee any amount due it under Section 7.06. 

(c) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of a
series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or 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 payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. 

In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 

Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder in any
such proceeding. 
 SECTION 6.03 Application of Moneys Collected. 

Any moneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the Securities of that series, and notation thereon the
payment, if only partially paid, and upon surrender thereof if fully paid: 
 FIRST: To the payment of costs and expenses of collection and
of all amounts payable to the Trustee under Section 7.06; and 
 SECOND: To the payment of the amounts then due and unpaid upon
Securities of such series for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable
on such Securities for principal (and premium, if any) and interest, respectively. 
 SECTION 6.04 Limitation on Suits. 

No holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (b) the holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder; (c) such holder or holders shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute
any such action, suit or proceeding; and (e) during such 60-day period, the holders of a majority in principal amount of the Securities of that series shall not have given the Trustee a direction inconsistent with the request. 

Notwithstanding anything contained herein to the contrary, the right of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment
on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder. By accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every
Security of such series with every other such taker and 

  
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holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity. 
 SECTION 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver. 

(a) All powers and remedies given by this Article to the Trustee or to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities. 
 (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or on acquiescence therein; and,
subject to the provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders. 
 SECTION 6.06 Control by Securityholders. 

The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with
Section 8.01, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities of any other series at the time Outstanding determined in accordance with
Section 8.01. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance with
Section 8.01, may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and
its consequences, except an uncured default in the payment of the principal of (or premium, if any) or interest on, any of the Securities of that series as and when the same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Guarantors, the Trustee and the holders of the Securities of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 SECTION 6.07 Undertaking to Pay
Costs. 
 All parties to this Indenture agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security of such
series, on or after the respective due dates expressed in such Security or established pursuant to this Indenture. 
 ARTICLE VII 

CONCERNING THE TRUSTEE 

SECTION 7.01. Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee; and 

  
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 (2) in the absence of bad faith on its part, the Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, 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 will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

(1) this paragraph does not limit the effect of Section 7.01(b); 

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.06. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
Sections 7.01(a), (b) and (c). 
 (e) The Trustee will be under no obligation to exercise any of its rights or powers under this
Indenture at the request or direction of any of the Securityholders unless the Securityholders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. 

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 SECTION 7.02. Rights of Trustee.

 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the 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 will determine
in good faith to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and will incur no liability or additional
liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel or both subject to the other provisions of this Indenture. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or
Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and will not be
responsible for the misconduct or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee will not be liable for any
action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or a Guarantor will be
sufficient if signed by an Officer of the Company or such Guarantor. 
 (f) None of the provisions of this Indenture will require the Trustee
to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it has reasonable grounds for believing that
repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not assured to it. 
 (g) The Trustee
will not be deemed to have notice or knowledge of any Default or Event of Default unless written notice of any event which is in fact such a Default or an Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the existence of a Default or Event of Default and this Indenture. 
 (h) In no event will
the Trustee be responsible or liable for special, indirect, punitive 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. 
 (i) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

  
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 (j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including
any Person specified as so authorized in any such certificate previously delivered and not superseded. 
 (k) The Trustee will not be
required to give any bond or surety in respect of the performance of its powers and duties hereunder. 
 (l) The permissive rights of the
Trustee enumerated herein will not be construed as duties. 
 SECTION 7.03. Individual Rights of Trustee. 

The Trustee, any Security Registrar or any Paying Agent in its individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or such Security Registrar or Paying Agent. However, in the event that the Trustee acquires any conflicting interest
within the meaning of Trust Indenture Act Section 310(b) it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the Trust Indenture Act) or resign. Any
Security Registrar or Paying Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11. 
 SECTION
7.04. Trustee’s Disclaimer. 
 The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Securities, it will not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it
will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Securities or any other document in
connection with the sale of the Securities or pursuant to this Indenture other than its certificate of authentication on the Securities. 
 SECTION
7.05. Notice of Defaults. 
 If a Default or an Event of Default occurs and is continuing and if, in accordance with
Section 7.02(g), it is known to the Trustee, the Trustee will mail to each Securityholder a notice of the Default within 90 days after it occurs unless such Default or Event of Default will have been cured or waived. Except in the case of an
Event of Default specified in clauses (1) or (2) of Section 6.01(a), the Trustee may withhold from the Securityholders notice of any continuing Default if and so long as a committee of Responsible Officers of the Trustee determines in
good faith that withholding the notice is in the interest of the Securityholders. 
 SECTION 7.06. Reports by Trustee to Securityholders. 

(a) Within 60 days after each May 15 on which the Securities are Outstanding, the Trustee will mail to the Securityholders of the
Securities a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also will comply with Trust Indenture Act Section 313(b)(2). The Trustee will also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 

(b) A copy of each report at the time of its mailing to the Securityholders will be mailed to the Company and filed with the SEC and each
national securities exchange on which the Securities are listed in accordance with Trust Indenture Act Section 313(d). The Company will promptly notify the Trustee in writing in the event the Securities are listed or delisted on any national
securities exchange or delisted therefrom. 
 SECTION 7.07. Compensation and Indemnity. 

(a) The Company and the Guarantors, jointly and severally, will pay to the Trustee from time to time such compensation for its acceptance of
this Indenture and services hereunder as the parties will agree in writing from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. The Trustee will provide the Company reasonable notice of any expenditure not in the ordinary course of business. 

(b) The Company and the Guarantors, jointly and severally, will indemnify the Trustee for, and hold each of the Trustee and any predecessor
harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder
(including the costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 7.07)) or defending itself against any claim or liability in connection with the acceptance, exercise or performance of
any of its powers or duties hereunder). The Trustee will notify the Company promptly of any claim of which a Responsible Officer has received written notice for which it may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Notwithstanding the foregoing, the Company and
the Guarantors need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. In addition, the Company and the Guarantors need
not pay for any settlement made without their consent, which consent will not be unreasonably withheld. 

  
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 (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive
the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 
 (d) To secure the payment
obligations of the Company and the Guarantors in this Section 7.07, the Trustee will 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
particular Securities. Such lien will survive the satisfaction and discharge of this Indenture. 
 (e) When the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(a)(4) or (5) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law. 
 SECTION 7.08. Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time by giving 30 days’ prior notice of such resignation to the Company and be discharged from the trust hereby created by so notifying
the Company. Following an Event of Default, the Securityholders of a majority in aggregate principal amount of the then outstanding Securities may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the
Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (3) a receiver or public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 

(b) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Securityholders of a majority in aggregate principal amount of the then outstanding Securities may remove the successor Trustee to replace it with another successor
Trustee appointed by the Company. 
 (c) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee (at the Company’s expense), the Company or the Securityholders of at least 10% in aggregate principal amount of the then outstanding Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee. 
 (d) If the Trustee, after written request by any Securityholder who has been a Securityholder for at least six
months, fails to comply with Section 7.10, such Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(e) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to
Securityholders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to the Trustee hereunder have been paid and such transfer will be subject to the lien provided for
in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee. 

(f) As used in this Section 7.08, the term “Trustee” will also include each Security Registrar or any Paying Agent. 

SECTION 7.09. Successor Trustee by Merger, etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the successor corporation or national banking association without any further act will be the successor Trustee, subject to Section 7.10. 

SECTION 7.10. Eligibility; Disqualification. 

(a) There will at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under the
laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Company may not, nor may any Person directly or indirectly controlling, controlled by or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.08. 

  
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 (b) This Indenture will always have a Trustee who satisfies the requirements of Trust Indenture
Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 
 SECTION 7.11. Preferential Collection
of Claims Against the Company. 
 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed will be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 

ARTICLE VIII 
 CONCERNING THE
SECURITYHOLDERS 
 SECTION 8.01 Evidence of Action by Securityholders. 

Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of
such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that series in Person or by agent or proxy appointed
in writing. 
 If the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice,
consent, waiver or other action, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be
given before or after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of
Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed
as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date. 
 SECTION 8.02 Proof of Execution by Securityholders. 

Subject to the provisions of Section 7.01, proof of the execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner: 

(a) The fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.

 (b) The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar
thereof. 
 (c) The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary. 

SECTION 8.03 Who May be Deemed Owners. 
 Prior to
the due presentment for registration of transfer of any Security, the Company, the Guarantors (if applicable), the Trustee, any paying agent and any Security Registrar may deem and treat the Person in whose name such Security shall be registered
upon the books of the Company as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of (and premium, if any) and (subject to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Security
Registrar shall be affected by any notice to the contrary. 
 SECTION 8.04 Certain Securities Owned by Company Disregarded. 

In determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any
direction, consent or waiver under this Indenture, the Securities of that series that are owned by the Company, or, if applicable, any Guarantor, or any other obligor on the Securities of that series or by any Person directly or indirectly
controlling or controlled by or under common control with the Company, or, if applicable, any Guarantor, or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities of such series that the Trustee actually knows are so owned shall be so
disregarded. The Securities so owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, or, if applicable, any Guarantor, or any such other obligor. In case of
a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 

  
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 SECTION 8.05 Actions Binding on Future Securityholders. 

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer
thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series. 

ARTICLE IX 
 SUPPLEMENTAL
INDENTURES 
 SECTION 9.01 Supplemental Indentures Without the Consent of Securityholders. 

In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, the Guarantors and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following
purposes: 
 (a) to cure any ambiguity, defect or inconsistency herein or in the Securities of any series; 

(b) to comply with Article Ten; 

(c) to provide for uncertificated Securities in addition to or in place of certificated Securities; 

(d) 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; 

(e) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms, purposes of issue,
authentication and delivery of Securities, as herein set forth; 
 (f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; 
 (g) to provide for the issuance of and establish the form and terms and conditions of the
Securities of any series as provided in Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series
of Securities; or 
 (h) to add Securities Guarantee and cause any Person to become a Guarantor, and/or evidence the succession of another
Person to a Guarantor and the assumption by any such successor of the Securities Guarantee of Guarantor herein and, to the extent applicable, endorsed Company Securities of any series. 

The Trustee is hereby authorized to join with the Company and any Guarantors in the execution of any such supplemental indenture, and to make
any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise. 
 Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the
Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 

SECTION 9.02 Supplemental Indentures With Consent of Securityholders. 

With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the
Securities of each series affected by such supplemental indenture or indentures at the time Outstanding, the Company, and if applicable, the Guarantors, when authorized by Board Resolutions, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the holders of each Security then Outstanding and affected thereby, (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate of interest thereon, or
reduce any premium payable upon the redemption thereof, (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, or (iii) release any Guarantor from any of its
obligations under its Securities Guarantee or this Indenture. 

  
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 It shall not be necessary for the consent of the Securityholders of any series affected thereby
under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 

SECTION 9.03 Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall,
with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company, the Guarantors
(if applicable), and the holders of Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 SECTION 9.04 Securities
Affected by Supplemental Indentures. 
 Securities of any series affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any exchange upon which such series may
be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding. 

SECTION 9.05 Execution of Supplemental Indentures. 

Upon the request of the Company, accompanied by Board Resolutions authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company, and if applicable, any Guarantors, in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. The Trustee,
subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and
that it is proper for the Trustee under the provisions of this Article to join in the execution thereof; provided, however, that such Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof. 
 Promptly after the execution by the Company, and if
applicable, any Guarantors, and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a notice, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders of all series affected thereby as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture. 
 ARTICLE X 

SUCCESSOR ENTITY 
 SECTION 10.01 Company May
Consolidate, Etc. 
 Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company
or any Guarantor with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers in which the Company or any Guarantor; or their successor or successors shall be a party or parties, or shall prevent
any sale, conveyance, transfer or other disposition of the property of the Company, or any Guarantor, or their successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the
Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company, and, if applicable, the Guarantors, hereby covenants and agrees that, upon any such consolidation or merger (in each case, if the
Company or the Guarantor, as the case may be, is not the survivor of such transaction), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to such
series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, or guaranteed, as the case may be, if applicable, in the case of Guarantor, by supplemental indenture (which shall conform to the provisions of
the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company, or a Guarantor, as the case may be, shall have been merged,
or by the entity which shall have acquired such property. 

  
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 SECTION 10.02 Successor Entity Substituted. 

(a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor entity
by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities of all series Outstanding and
the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to each series of the Securities pursuant to Section 2.01 to be performed by the Company with respect to each series, such
successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities. 
 (b) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes
in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 (c) Nothing
contained in this Article shall apply to limit or impose any requirements upon the consolidation or merger of any Person into the Company or Guarantor where the Company or Guarantor, as the case may be, is the survivor of such transaction, or the
acquisition by the Company or a Guarantor, by purchase or otherwise, of all or any part of the property of any other Person (whether or not affiliated with the Company). 

SECTION 10.03 Evidence of Consolidation, Etc. to Trustee. 

The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article. 

ARTICLE XI 
 SATISFACTION AND
DISCHARGE 
 SECTION 11.01 Satisfaction and Discharge of Indenture. 

If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated
(other than any Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.07) and Securities for whose payment money or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (b) all such Securities of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Company or any Guarantor shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations or a combination thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Securities of that series not theretofore delivered to the Trustee for cancellation, including principal
(and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to such series by
the Company then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until the date of maturity or redemption
date, as the case may be, and Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction
of and discharging this Indenture with respect to such series. 
 SECTION 11.02 Discharge of Obligations. 

If at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or that have not become due
and payable as described in Section 11.01 shall have been paid by the Company or any Guarantor by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon
redemption all such Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case
may be, and if the Company or any Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series, then after the date such moneys or Governmental Obligations, as the case may be, are
deposited with the Trustee, the obligations of the Company and the Guarantors under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 7.06, 7.10
and 11.05 hereof that shall survive until such Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive. 
 SECTION 11.03
Deposited Moneys to be Held in Trust. 
 All moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series of Securities for the payment or
redemption of which such moneys or Governmental Obligations have been deposited with the Trustee. 
 SECTION 11.04 Payment of Moneys Held by Paying Agents.

 In connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys or Governmental Obligations. 

  
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 SECTION 11.05 Repayment to Company. 

Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of
principal of (and premium, if any) or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if
any) or interest on such Securities shall have respectively become due and payable, shall be repaid to the Company or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released
from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Securities entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment
thereof. 
 ARTICLE XII 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 

SECTION 12.01 No Recourse. 
 No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as
such, of the Company, any Guarantor or of any predecessor or successor Person, either directly or through the Company, any Guarantor or any such predecessor or successor Person, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company, any Guarantor or of any predecessor or successor Person, or any of them, because of the creation of the indebtedness hereby authorized, or under
or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such
Securities. 
 ARTICLE XIII 

MISCELLANEOUS PROVISIONS 
 SECTION 13.01 Effect
on Successors and Assigns. 
 All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the
Company and a Guarantor, as the case may be, shall bind its successors and assigns, whether so expressed or not. 
 SECTION 13.02 Actions by Successor. 

Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of
the Company or a Guarantor shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Company or the Guarantor, as the case
may be. 
 SECTION 13.03 Notices. 
 Except as
otherwise expressly provided herein any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Securities to or on the Company or any Guarantors may be given or
served by being deposited first class postage prepaid in a post-office letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows: [ ]. Any notice, election, request or demand by the Company, any
Guarantor or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee. 

SECTION 13.04 Governing Law. 
 This Indenture and
each Security and, if applicable, each Securities Guarantee, shall be deemed to be a contract made under the internal laws of the State of New York, and for purposes shall be construed in accordance with the laws of said State. 

SECTION 13.05 Compliance Certificates and Opinions. 

(a) Upon any application or demand by the Company or Guarantor to the Trustee to take any action under any of the provisions of this Indenture,
the Company or Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 

  
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 (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant in this Indenture shall include (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (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 such Person, 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 or not, in the opinion of such Person, such condition or covenant has been complied with. 

(c) The Company shall furnish to the Trustee, on [ ] of each year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of such obligor’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection, such compliance shall be determined without
regard to any period of grace or requirement of notice provided hereunder. 
 SECTION 13.06 Payments on Business Days. 

Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers’ Certificate, or
established in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of any Security shall not be a Business Day, then payment of interest or
principal (and premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date. 

SECTION 13.07 Conflict with Trust Indenture Act. 

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control. 
 SECTION 13.08 Counterparts. 

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. 
 SECTION 13.09 Separability. 

In case any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or therein. 
 SECTION 13.10 Assignment. 

The Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly
owned Subsidiary of the Company, provided that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, the Indenture is binding upon and inures to the benefit of the parties thereto
and their respective successors and assigns. This Indenture may not otherwise be assigned by the parties thereto. 
 ARTICLE XIV 

GUARANTEE OF SECURITIES 
 SECTION 14.01
Securities Guarantee. 
 (a) Subject to the other provisions of this ARTICLE XIV, each of the Guarantors hereby jointly and severally,
guarantees to each holder of a Security of each series to which this ARTICLE XIV has been made applicable as provided in SECTION 2.01(a)(16) (the Securities of such series being referred to herein as the “Guaranteed Securities”) (which
Security has been authenticated and delivered by the Trustee), and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Guaranteed Securities, the obligations of the Company hereunder
or thereunder, that: 
 (i) the principal of, premium, if any, and interest on the Guaranteed Securities will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Guaranteed Securities, if any, if lawful, and all other obligations of the Company to the holders of
Guaranteed Securities, or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(ii) in case of any extension of time of payment or renewal of any Guaranteed Securities or any of such other obligations, that
same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated top pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

  
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 (b) To the extent permissible under applicable law, the obligations of the Guarantors under this
Securities Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Guaranteed Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any holder of the Guaranteed
Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. To the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and covenant that this Securities Guarantee will not be discharged except by complete performance of the obligations contained in the Guaranteed Securities and this Indenture.

 (c) If any holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such holder, this Securities Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect. 
 (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the holders in respect
to any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, to the extent permitted by applicable law, as between the Guarantors, on the one hand, and the holders of Guaranteed
Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in ARTICLE VI hereof for the purposes of this Securities Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in ARTICLE VI hereof, such obligations (regardless of
whether due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Securities Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Securities Guarantee. 
 SECTION 14.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Guaranteed Securities, each holder thereof, hereby confirms that it is the intention of all such
parties that the Securities Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law
to the extent applicable to any Securities Guarantee. To effectuate the foregoing intention, the Trustee, to the extent permitted under applicable law, the holders and each Guarantor hereby irrevocably agree that the obligations of such Guarantor
will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights
to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this ARTICLE XIV, result in the obligations of such Guarantor under its Securities Guarantee not
constituting a fraudulent transfer or conveyance. 
 SECTION 14.03 Execution and Delivery of Securities Guarantee Notation. 

To evidence its Securities Guarantee set forth in SECTION 14.01 hereof, each Guarantor hereby agrees that a notation of such Securities
Guarantee substantially in the form established pursuant to a Board Resolution or in a supplemental indenture, will be endorsed by an officer of such Guarantor on each Guaranteed Security authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its officers. 
 Each Guarantor hereby agrees that its Securities Guarantee
set forth in SECTION 14.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Guaranteed Security a notation of such Securities Guarantee. 

If an officer whose signature is on this Indenture or on the Securities Guarantee no longer holds that office at the time the Trustee
authenticates the Guaranteed Security on which a Securities Guarantee is endorsed, the Securities Guarantee will be valid nevertheless. 

The delivery of any Guaranteed Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the
Securities Guarantee of such Guaranteed Security set froth in this Indenture on behalf of the Guarantors. 
 IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed all as of the day and year first above written. 
  

			
	CONN’S, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	
	
	[Name of any Guarantor]



  
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	By:	 	  

	Name:	 	  

	Title:	 	  

	
	U.S. BANK NATIONAL ASSOCIATION,
	
	as Trustee
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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