EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
  

HCA INC., 
 as Issuer, 

HCA HOLDINGS, INC., 
 as Parent
Guarantor, 
 LAW DEBENTURE TRUST COMPANY OF NEW YORK, 

as Trustee, 
 and 

DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as Paying Agent, Registrar and Transfer Agent 

5.875% SENIOR NOTES DUE 2026 

SUPPLEMENTAL INDENTURE NO. 13 

Dated as of November 13, 2015 

To BASE INDENTURE 
 Dated as of
August 1, 2011 
  
  

 







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	 Indenture Section

	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	11.03
	       (c)
	  	11.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06; 7.07
	       (c)
	  	7.06; 11.02
	       (d)
	  	7.06; 11.02
	 314(a)
	  	11.02; 11.05
	       (b)
	  	N.A.
	       (c)(1)
	  	11.04
	       (c)(2)
	  	11.04
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	11.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12; 9.04
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.12
	       (b)
	  	2.04
	 318(a)
	  	11.01
	       (b)
	  	N.A.
	       (c)
	  	11.01

 N.A. means not applicable. 
  

	*	This Cross-Reference Table is not part of this Thirteenth Supplemental Indenture. 








 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	ARTICLE 1	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01
	 	 Definitions
	  	 	1	  
	 Section 1.02
	 	 Other Definitions
	  	 	11	  
	 Section 1.03
	 	 Incorporation by Reference of Trust Indenture Act
	  	 	12	  
	 Section 1.04
	 	 Rules of Construction.
	  	 	12	  
	 Section 1.05
	 	 Acts of Holders
	  	 	13	  
	
	 ARTICLE 2
  

THE NOTES
	   
 

  


			
	 Section 2.01
	 	 Form and Dating; Terms
	  	 	14	  
	 Section 2.02
	 	 Execution and Authentication
	  	 	15	  
	 Section 2.03
	 	 Registrar and Paying Agent
	  	 	16	  
	 Section 2.04
	 	 Paying Agent to Hold Money in Trust
	  	 	16	  
	 Section 2.05
	 	 Holder Lists
	  	 	17	  
	 Section 2.06
	 	 Transfer and Exchange
	  	 	17	  
	 Section 2.07
	 	 Replacement Notes
	  	 	20	  
	 Section 2.08
	 	 Outstanding Notes
	  	 	20	  
	 Section 2.09
	 	 Treasury Notes
	  	 	21	  
	 Section 2.10
	 	 Temporary Notes
	  	 	21	  
	 Section 2.11
	 	 Cancellation
	  	 	21	  
	 Section 2.12
	 	 Defaulted Interest
	  	 	21	  
	 Section 2.13
	 	 CUSIP and ISIN Numbers
	  	 	22	  
	
	 ARTICLE 3
  

REDEMPTION
	   
 

  


			
	 Section 3.01
	 	 Notices to Trustee
	  	 	22	  
	 Section 3.02
	 	 Selection of Notes to Be Redeemed or Purchased
	  	 	22	  
	 Section 3.03
	 	 Notice of Redemption
	  	 	23	  
	 Section 3.04
	 	 Effect of Notice of Redemption
	  	 	24	  
	 Section 3.05
	 	 Deposit of Redemption or Purchase Price
	  	 	24	  
	 Section 3.06
	 	 Notes Redeemed or Purchased in Part
	  	 	24	  
	 Section 3.07
	 	 Optional Redemption
	  	 	25	  
	 Section 3.08
	 	 Mandatory Redemption
	  	 	25	  
	
	 ARTICLE 4
  

COVENANTS
	   
 

  


			
	 Section 4.01
	 	 Payment of Notes
	  	 	25	  


  
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	 	 	 	  	Page	 
	 Section 4.02
	 	 Maintenance of Office or Agency
	  	 	26	  
	 Section 4.03
	 	 Compliance Certificate
	  	 	26	  
	 Section 4.04
	 	 Taxes
	  	 	27	  
	 Section 4.05
	 	 Stay, Extension and Usury Laws
	  	 	27	  
	 Section 4.06
	 	 Limitations on Mortgages
	  	 	27	  
	 Section 4.07
	 	 Limitations on Sale and Lease-Back
	  	 	28	  
	 Section 4.08
	 	 Exempted Transactions
	  	 	28	  
	 Section 4.09
	 	 Corporate Existence
	  	 	28	  
	 Section 4.10
	 	 Offer to Repurchase upon Change of Control
	  	 	29	  
	 Section 4.11
	 	 Discharge and Suspension of Covenants
	  	 	30	  
	
	ARTICLE 5	  
	
	SUCCESSORS	  
			
	 Section 5.01
	 	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	31	  
	 Section 5.02
	 	 Successor Corporation Substituted
	  	 	32	  
	
	 ARTICLE 6
  

DEFAULTS AND REMEDIES
	   
 

  


			
	 Section 6.01
	 	 Events of Default
	  	 	32	  
	 Section 6.02
	 	 Acceleration
	  	 	34	  
	 Section 6.03
	 	 Other Remedies
	  	 	34	  
	 Section 6.04
	 	 Waiver of Past Defaults
	  	 	34	  
	 Section 6.05
	 	 Control by Majority
	  	 	35	  
	 Section 6.06
	 	 Limitation on Suits
	  	 	35	  
	 Section 6.07
	 	 Rights of Holders of Notes to Receive Payment
	  	 	35	  
	 Section 6.08
	 	 Collection Suit by Trustee
	  	 	35	  
	 Section 6.09
	 	 Restoration of Rights and Remedies
	  	 	36	  
	 Section 6.10
	 	 Rights and Remedies Cumulative
	  	 	36	  
	 Section 6.11
	 	 Delay or Omission Not Waiver
	  	 	36	  
	 Section 6.12
	 	 Trustee May File Proofs of Claim
	  	 	36	  
	 Section 6.13
	 	 Priorities
	  	 	37	  
	 Section 6.14
	 	 Undertaking for Costs
	  	 	37	  
	
	 ARTICLE 7
  

TRUSTEE
	   
 

  


			
	 Section 7.01
	 	 Duties of Trustee
	  	 	37	  
	 Section 7.02
	 	 Rights of Trustee
	  	 	38	  
	 Section 7.03
	 	 Individual Rights of Trustee
	  	 	39	  
	 Section 7.04
	 	 Trustee’s Disclaimer
	  	 	39	  
	 Section 7.05
	 	 Notice of Defaults
	  	 	40	  
	 Section 7.06
	 	 Reports by Trustee to Holders of the Notes
	  	 	40	  
	 Section 7.07
	 	 Compensation and Indemnity
	  	 	40	  
	 Section 7.08
	 	 Replacement of Trustee
	  	 	41	  
	 Section 7.09
	 	 Successor Trustee by Merger, etc
	  	 	42	  
	 Section 7.10
	 	 Eligibility; Disqualification
	  	 	42	  
	 Section 7.11
	 	 Preferential Collection of Claims Against Issuer
	  	 	42	  


  
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	 	 	 	  	Page	 
	ARTICLE 8	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	 	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	42	  
	 Section 8.02
	 	 Legal Defeasance and Discharge
	  	 	42	  
	 Section 8.03
	 	 Covenant Defeasance
	  	 	43	  
	 Section 8.04
	 	 Conditions to Legal or Covenant Defeasance
	  	 	44	  
	 Section 8.05
	 	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	 	45	  
	 Section 8.06
	 	 Repayment to Issuer
	  	 	45	  
	 Section 8.07
	 	 Reinstatement
	  	 	45	  
	
	 ARTICLE 9
  

AMENDMENT, SUPPLEMENT AND WAIVER
	   
 

  


			
	 Section 9.01
	 	 Without Consent of Holders of Notes
	  	 	46	  
	 Section 9.02
	 	 With Consent of Holders of Notes
	  	 	47	  
	 Section 9.03
	 	 Compliance with Trust Indenture Act
	  	 	48	  
	 Section 9.04
	 	 Revocation and Effect of Consents
	  	 	48	  
	 Section 9.05
	 	 Notation on or Exchange of Notes
	  	 	49	  
	 Section 9.06
	 	 Trustee to Sign Amendments, etc
	  	 	49	  
	 Section 9.07
	 	 Payment for Consent
	  	 	49	  
	
	 ARTICLE 10
  

GUARANTEE
	   
 

  


			
	 Section 10.01
	 	 Guarantee
	  	 	50	  
	
	 ARTICLE 11
  

SATISFACTION AND DISCHARGE
	   
 

  


			
	 Section 11.01
	 	 Satisfaction and Discharge
	  	 	52	  
	 Section 11.02
	 	 Application of Trust Money
	  	 	53	  
	
	 ARTICLE 12
  

MISCELLANEOUS
	   
 

  


			
	 Section 12.01
	 	 Trust Indenture Act Controls
	  	 	53	  
	 Section 12.02
	 	 Notices
	  	 	54	  
	 Section 12.03
	 	 Communication by Holders of Notes with Other Holders of Notes
	  	 	55	  
	 Section 12.04
	 	 Certificate and Opinion as to Conditions Precedent
	  	 	55	  
	 Section 12.05
	 	 Statements Required in Certificate or Opinion
	  	 	55	  
	 Section 12.06
	 	 Rules by Trustee and Agents
	  	 	56	  
	 Section 12.07
	 	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	 	56	  


  
 -iii- 









							
	 	 	 	  	Page	 
	 Section 12.08
	 	 Governing Law
	  	 	56	  
	 Section 12.09
	 	 Waiver of Jury Trial
	  	 	56	  
	 Section 12.10
	 	 Force Majeure
	  	 	56	  
	 Section 12.11
	 	 No Adverse Interpretation of Other Agreements
	  	 	56	  
	 Section 12.12
	 	 Successors
	  	 	56	  
	 Section 12.13
	 	 Severability
	  	 	57	  
	 Section 12.14
	 	 Counterpart Originals
	  	 	57	  
	 Section 12.15
	 	 Table of Contents, Headings, etc
	  	 	57	  
	 Section 12.16
	 	 Qualification of Thirteenth Supplemental Indenture
	  	 	57	  
	 Section 12.17
	 	 USA Patriot Act
	  	 	57	  
			
	 EXHIBITS
	 		  			
		
	 Exhibit A
	 	Form of Note	  


  
 -iv- 








 SUPPLEMENTAL INDENTURE NO. 13 (the “Thirteenth Supplemental Indenture”), dated
as of November 13, 2015, among HCA Inc., a Delaware corporation (the “Issuer”), HCA Holdings, Inc. (the “Parent Guarantor”), Law Debenture Trust Company of New York, as Trustee, and Deutsche Bank Trust Company
Americas, as Paying Agent, Registrar and Transfer Agent. 
 W I T N E S S E T
H 
 WHEREAS, the Issuer, the Parent Guarantor and the Trustee have executed and delivered a base indenture, dated as of
August 1, 2011 (as amended, supplemented or otherwise modified from time to time, the “Base Indenture”) to provide for the future issuance of the Issuer’s senior debt securities to be issued from time to time in one or
more series; and 
 WHEREAS, the Issuer has duly authorized the creation of an issue of $1,000,000,000 aggregate principal amount of 5.875%
Senior Notes due 2026 (the “Initial Notes”), which shall be guaranteed by the Parent Guarantor (the “Guarantee”), which has been duly authenticated by the Parent Guarantor; and in connection therewith, each of the
Issuer and the Parent Guarantor has duly authorized the execution and delivery of this Thirteenth Supplemental Indenture to set forth the terms and provisions of the Notes as contemplated by the Base Indenture. This Thirteenth Supplemental Indenture
restates in their entirety the terms of the Base Indenture as supplemented by this Thirteenth Supplemental Indenture and does not incorporate the terms of the Base Indenture. The changes, modifications and supplements to the Base Indenture affected
by this Thirteenth Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, except as otherwise provided herein, and shall not apply to any other securities that may be issued under the Base
Indenture unless a supplemental indenture with respect to such other securities specifically incorporates such changes, modifications and supplements. 

NOW, THEREFORE, the Issuer, the Parent Guarantor, the Trustee and the Paying Agent, Registrar and Transfer Agent agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Thirteenth
Supplemental Indenture in accordance with Section 2.01. 
 “Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 

“Affiliated Entity” means any Person which (i) does not transact any substantial portion of its business or regularly
maintain any substantial portion of its operating assets within the continental limits of the United States of America, (ii) is principally engaged in the business of financing (including, without limitation, the purchase, holding, sale or
discounting of or lending upon any notes, contracts, leases or other forms of obligations) the sale or lease of merchandise, equipment or services (1) by the 







 
Issuer, (2) by a Subsidiary (whether such sales or leases have been made before or after the date which such Person became a Subsidiary), (3) by another Affiliated Entity or (4) by
any Person prior to the time which substantially all its assets have heretofore been or shall hereafter have been acquired by the Issuer , (iii) is principally engaged in the business of owning, leasing, dealing in or developing real property,
(iv) is principally engaged in the holding of stock in, and/or the financing of operations of, an Affiliated Entity, or (v) is principally engaged in the business of (1) offering health benefit products or (2) insuring against
professional and general liability risks of the Issuer. 
 “Agent” means any Registrar or Paying Agent. 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors. 

“Business Day” means each day which is not a Legal Holiday. 

“Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 

“Cash Equivalents” means: 

(1) United States dollars; 

(2) euros or any national currency of any participating member state of the EMU or such local currencies held by the Issuer and
its Subsidiaries from time to time in the ordinary course of business; 
 (3) securities issued or directly and fully and
unconditionally guaranteed or insured by the U.S. government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government) with maturities of 24 months
or less from the date of acquisition; 
 (4) certificates of deposit, time deposits and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than
$500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

  
 -2- 








 (5) repurchase obligations for underlying securities of the types described in
clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above; 

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months
after the date of creation thereof; 
 (7) marketable short-term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency), and in each case maturing within
24 months after the date of creation thereof; 
 (8) investment funds investing 95% of their assets in securities of the
types described in clauses (1) through (7) above; 
 (9) readily marketable direct obligations issued by any state,
commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

 (10) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P or A2 or higher from
Moody’s with maturities of 24 months or less from the date of acquisition; and 
 (11) Investments with average
maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s. 

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1)
and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts. 

“Change of Control” means the occurrence of any of the following: 

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the
Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 
 (2) the Issuer becomes
aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the
Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer. 

  
 -3- 








 “Code” means the Internal Revenue Code of 1986, as amended, or any successor
thereto. 
 “Comparable Treasury Issue” means, the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term (“Remaining Life”) of a Note being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the Remaining Life of such Notes. 
 “Comparable Treasury Price” means,
with respect to any Redemption Date for any Note: (1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of four such Reference Treasury Dealer Quotations; or (2) if the
Independent Investment Banker is given fewer than four Reference Treasury Dealer Quotations, the average of all quotations obtained by the Independent Investment Banker. 

“Consolidated Net Tangible Assets” means, with respect to any Person, the total amount of assets (less applicable reserves
and other properly deductible items) after deducting therefrom (a) all current liabilities as disclosed on the consolidated balance sheet of such Person (excluding any thereof which are by their terms extendible or renewable at the option of
the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and further excluding any deferred income taxes that are included in current liabilities) and (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on the most recent consolidated balance sheet of the Issuer and computed in accordance with generally accepted accounting principles. 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends
or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, 
 (1) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, 
 (2) to advance or supply funds: 

(a) for the purchase or payment of any such primary obligation, or 

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor, or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such
other address as to which the Trustee may give notice to the Holders and the Issuer. 

  
 -4- 








 “Custodian” means the Paying Agent and Registrar, as custodian with respect to
the Notes in global form, or any successor entity thereto. 
 “Default” means any event that is, or with the passage of
time or the giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable
or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the
applicable provision of this Thirteenth Supplemental Indenture. 
 “EMU” means the economic and monetary union as
contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 

“euro” means the single currency of participating member states of the EMU. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Frist Entities” means Dr. Thomas F. Frist, Jr., any Person controlled by Dr. Frist and any
charitable organization selected by Dr. Frist that holds Equity Interests of the Issuer on November 17, 2006. 
 “Funded
Debt” means any Indebtedness for money borrowed, created, issued, incurred, assumed or guaranteed that would, in accordance with generally accepted accounting principles, be classified as long-term debt, but in any event including all
Indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in
current liabilities). 
 “GAAP” means generally accepted accounting principles in the United States which were in effect on
November 17, 2006. 
 “Global Note Legend” means the legend set forth in Section 2.06(f) hereof, which is
required to be placed on all Global Notes issued under this Thirteenth Supplemental Indenture. 
 “Global Notes” means the
Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in
the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof. 

  
 -5- 








 “Government Securities” means securities that are: 

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in either
case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government
Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government
Securities evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by the Parent Guarantor of the Parent Guaranteed Obligations under this Thirteenth
Supplemental Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under
any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement
providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies. 

“Holder” means the Person in whose name a Note is registered on the Registrar’s books. 

“Indebtedness” means, with respect to any Person, without duplication: 

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent: 

(a) in respect of borrowed money; 

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without
duplication, reimbursement agreements in respect thereof); 
 (c) representing the balance deferred and unpaid of the
purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and
(ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or 

(d) representing any Hedging Obligations; 

  
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 if and to the extent that any of the foregoing Indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or
otherwise on, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for
collection in the ordinary course of business; and 
 (3) to the extent not otherwise included, the obligations of the type
referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in
the ordinary course of business or (b) obligations under or in respect of Receivables Facilities. 
 “Independent Investment
Banker” means one of the Reference Treasury Dealers, to be appointed by the Issuer. 
 “Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant. 
 “Initial Notes” has the meaning
set forth in the recitals hereto. 
 “Interest Payment Date” means February 15 and August 15 of each year to
stated maturity. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in
the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commissions, travel and similar advances to officers and employees, in each case made in the ordinary
course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. 

“Investors” means Bain Capital Partners, LLC, Kohlberg Kravis Roberts & Co. L.P. and each of their respective
Affiliates but not including, however, any portfolio companies of any of the foregoing. 
 “Issue Date” means
November 13, 2015. 
 “Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of
the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee. 

  
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 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking
institutions are not required to be open in the State of New York. 
 “Lien” means, with respect to any asset, any
mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 

“Maturity Date” means February 15, 2026, the date the Notes will mature. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 

“Mortgages” means mortgages, liens, pledges or other encumbrances. 

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Thirteenth
Supplemental Indenture. For all purposes of this Thirteenth Supplemental Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. 

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in
bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior
Vice President or Vice President, the Treasurer or the Secretary of the Issuer, the Parent Guarantor or a Subsidiary, as applicable. 

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, on behalf of the
Parent Guarantor by an Officer of the Parent Guarantor or on behalf of a Subsidiary by any Officer of such Subsidiary, as applicable, that meets the requirements set forth in this Thirteenth Supplemental Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Issuer or the Parent Guarantor, as the case may be. 
 “Parent Guarantor” means the Person
named as the “Parent Guarantor” in the recitals (i) until released pursuant to the provisions of this Thirteenth Supplemental Indenture or (ii) until a successor Person shall have become such pursuant to the applicable provisions
of this Thirteenth Supplemental Indenture, and thereafter “Parent Guarantor” shall mean that successor Person until released pursuant to the provisions of this Thirteenth Supplemental Indenture. 

  
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 “Permitted Holders” means each of the Investors, the Frist Entities, members of
management of the Issuer (or its direct or indirect parent) and each of their respective Affiliates or successors, that are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies) and any group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such
group or any other group, such Investors, Frist Entities, members of management and assignees of the equity commitments of the Investors, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the
Issuer or any of its direct or indirect parent companies. 
 “Person” means any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution
or winding up. 
 “Principal Property” means each acute care hospital providing general medical and surgical services
(excluding equipment, personal property and hospitals that primarily provide specialty medical services, such as psychiatric and obstetrical and gynecological services) owned solely by the Issuer and/or one or more of its Subsidiaries and located in
the United States of America. 
 “Prospectus” means the prospectus, dated November 9, 2015, relating to the sale of
the Initial Notes. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make
a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be. 

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified,
extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its
Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer or any of its Subsidiaries purports to sell its accounts receivable to either (a) a Person that is not a Subsidiary or (b) a Receivables Subsidiary that in
turn funds such purchase by purporting to sell its accounts receivable to a Person that is not a Subsidiary or by borrowing from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person. 

“Receivables Subsidiary” means any Subsidiary formed for the purpose of facilitating or entering into one or more Receivables
Facilities, and in each case engages only in activities reasonably related or incidental thereto. 
 “Record Date” for the
interest or payable on any applicable Interest Payment Date means February 1 or August 1 (whether or not a Business Day) next preceding such Interest Payment Date. 

“Reference Treasury Dealer” means (i) Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SunTrust Robinson
Humphrey, Inc., UBS Securities LLC and Wells 

  
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Fargo Securities, LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Issuer. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for any
Note, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Independent Investment
Banker by such Reference Treasury Dealer at 3:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 

“Remaining Life” has the meaning ascribed to such term in the definition of “Comparable Treasury Issue”. 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the
Trustee, including any managing director, director, vice president, assistant vice president, trust officer or any other officer of the Trustee who customarily performs 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 such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Thirteenth
Supplemental Indenture. 
 “S&P” means Standard & Poor’s Ratings Services and any successor to its rating
agency business. 
 “Sale and Lease-Back Transaction” means any arrangement
providing for the leasing by the Issuer or any of its Subsidiaries for a period of more than three years of any Principal Property, which property has been or is to be sold or transferred by the Issuer or such Subsidiary to a third Person in
contemplation of such leasing. 
 “SEC” means the U.S. Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Subordinated Indebtedness” means, with respect to the Notes, (1) any Indebtedness of the Issuer which
is by its terms subordinated in right of payment to the Notes, and (2) any Indebtedness of the Parent Guarantor which is by its terms subordinated in right of payment to the Guarantee. 

“Subsidiary” means, with respect to any Person: 

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company
or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of
determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and 

  
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 (2) any partnership, joint venture, limited liability company or similar entity
of which more than 50% of the equity ownership, whether in the form of a membership, general, special or limited partnership interests or otherwise is owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; provided, however, that for purposes of Sections 4.06, 4.07 and 4.08, any Person that is an Affiliated Entity shall
not be considered a Subsidiary. 
 “Thirteenth Supplemental Indenture” means this Thirteenth Supplemental Indenture, as
amended or supplemented from time to time. 
 “Transfer Agent” means the Person specified in Section 2.03 hereof as
the Transfer Agent, and any and all successors thereto, to receive on behalf of the Registrar any Notes for transfer or exchange pursuant to this Thirteenth Supplemental Indenture. 

“Treasury Rate” means, at the time of computation, (1) the semi-annual equivalent yield to maturity of the United States
Treasury Securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior to the Redemption Date or, if such
Statistical Release is no longer published, any publicly available source of similar market data) for the maturity corresponding to the Comparable Treasury Issue; provided, however, that if no maturity is within three months before or
after the Maturity Date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight
line basis, rounding to the nearest month; or (2) if that release, or any successor release, is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date. The Treasury Rate
will be calculated on the third Business Day preceding the Redemption Date. 
 “Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 
 “Trustee” means Law Debenture Trust
Company of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Thirteenth Supplemental Indenture and thereafter means the successor serving hereunder. 

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in
the election of the board of directors of such Person. 
 Section 1.02 Other Definitions. 

 

			
	 Term
	  	Defined in
Section
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.10
	 “Change of Control Payment”
	  	4.10
	 “Change of Control Payment Date”
	  	4.10
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01


  
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	 Term
	  	Defined in
Section
	 “Legal Defeasance”
	  	8.02
	 “Note Register”
	  	2.03
	 “Parent Guaranteed Obligations”
	  	10.01
	 “Paying Agent”
	  	2.03
	 “Redemption Date”
	  	3.07
	 “Registrar”
	  	2.03
	 “Reversion Date”
	  	4.11
	 “Successor Entity”
	  	5.01
	 “Suspended Covenant”
	  	4.11

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Thirteenth Supplemental Indenture refers to a provision of the Trust Indenture Act the provision is by reference in and made a
part of this Thirteenth Supplemental Indenture. If and to the extent that any provision of this Thirteenth Supplemental Indenture limits, qualifies or conflicts with another provision included in this Thirteenth Supplemental Indenture, by operation
of Sections 310 to 317, inclusive, of the Trust Indenture Act (an “incorporated provision”), such incorporated provision shall control. 

The following Trust Indenture Act terms used in this Thirteenth Supplemental Indenture have the following meanings: 

“indenture securities” mean the Notes; 

“indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Thirteenth Supplemental Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes and the Guarantee means the Issuer and the Parent Guarantor, respectively, and any successor
obligor upon the Notes and the Guarantee, respectively. 
 All other terms used in this Thirteenth Supplemental Indenture that are defined
by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 

Section 1.04 Rules of Construction. 

Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

(d) words in the singular include the plural, and in the plural include the singular; 

  
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 (e) “will” shall be interpreted to express a command; 

(f) provisions apply to successive events and transactions; 

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; 
 (h) unless the context otherwise requires, any reference
to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Thirteenth Supplemental Indenture; and 

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Thirteenth Supplemental Indenture as a whole and not any particular Article, Section, clause or other subdivision. 
 In addition, this
Thirteenth Supplemental Indenture restates in their entirety the terms of the Base Indenture as supplemented by this Thirteenth Supplemental Indenture and does not incorporate the terms of the Base Indenture. The changes, modifications and
supplements to the Base Indenture effected by this Thirteenth Supplemental Indenture shall be applicable only with respect to, and shall only govern the terms of, the Notes, except as otherwise provided herein, and shall not apply to any other
securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other securities specifically incorporates such changes, modifications and supplements. 

Section 1.05 Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Thirteenth Supplemental Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer or the Parent Guarantor, as applicable. Proof of execution of any such
instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Thirteenth Supplemental Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the
Issuer and the Parent Guarantor, as applicable, if made in the manner provided in this Section 1.05. 
 (b) The fact and date of the
execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that
the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the
authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 

(c) The ownership of Notes shall be proved by the Note Register. 

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future
Holder of the same Note and the Holder of 

  
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every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuer may, in the circumstances permitted by
the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote
or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote,
prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to
all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder
or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by
a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Thirteenth Supplemental Indenture to be made, given or taken by Holders, and DTC that is the Holder
of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 

(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held
by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Thirteenth
Supplemental Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request,
demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date. 
 ARTICLE 2 

THE NOTES 
 In accordance with
Section 301 of the Base Indenture, the Issuer hereby creates the Notes as a series of its Securities issued pursuant to this Thirteenth Supplemental Indenture. In accordance with Section 301 of the Base Indenture, the Notes shall be
known and designated as the “5.875% Senior Notes due 2026” of the Issuer. 
 Section 2.01 Form and Dating; Terms. 

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. 

  
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 (b) Global Notes. Notes issued in global form shall be substantially in the form of
Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in
the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

(c) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Thirteenth Supplemental Indenture
is unlimited. 
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Thirteenth
Supplemental Indenture and the Issuer, the Parent Guarantor and the Trustee, by their execution and delivery of this Thirteenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Thirteenth Supplemental Indenture, the provisions of this Thirteenth Supplemental Indenture shall govern and be controlling. 

The Notes shall be subject to repurchase by the Issuer pursuant to a Change of Control Offer as provided in Section 4.10 hereof. The
Notes shall not be redeemable, other than as provided in Article 3. 
 Additional Notes may be created and issued from time to time by the
Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Except as described under
Article 9 hereof, the Notes offered by the Issuer and any Additional Notes subsequently issued under this Thirteenth Supplemental Indenture will be treated as a single class for all purposes under this Thirteenth Supplemental Indenture, including
waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of this Thirteenth Supplemental Indenture include any Additional Notes that are actually issued. Any
Additional Notes shall be issued with the benefit of an indenture supplemental to this Thirteenth Supplemental Indenture. 

Section 2.02 Execution and Authentication. 

At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be
valid. 

  
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 A Note shall not be entitled to any benefit under this Thirteenth Supplemental Indenture or be
valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly
authenticated and delivered under this Thirteenth Supplemental Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuer
Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes. Such
Authentication Order shall specify the amount of the Notes to be authenticated. 
 The Trustee may appoint an authenticating agent
acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Thirteenth Supplemental Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. 
 Section 2.03
Registrar and Paying Agent. 
 The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer
or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their
transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.
The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Thirteenth Supplemental Indenture. If the Issuer fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

 The Issuer initially appoints Deutsche Bank Trust Company Americas to act as the Paying Agent, Registrar and Transfer Agent for the Notes
and the Registrar to act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust.

 The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying
Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes. 

  
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 Section 2.05 Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).

 Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Issuer for Definitive Notes if: 
 (A) the Issuer delivers to the Trustee notice from the Depositary that the Depositary
is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such
notice from the Depositary; 
 (B) the Issuer in its sole discretion determines that the Global Notes (in whole but not in
part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 
 (C) there
has occurred and is continuing a Default or Event of Default with respect to the Notes, and the Depositary has notified the Issuer and the Trustee of its desire to exchange the Global Notes for Definitive Notes. 

Upon the occurrence of either of the preceding events in (A) or (B) above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, pursuant to this Section 2.06 or Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in
this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global
Notes will be effected through the Depositary, in accordance with the provisions of this Thirteenth Supplemental Indenture. Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in a Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b) and Section 2.06(d) hereof. 

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a 

  
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Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are registered. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A Holder of a Definitive Note may exchange such Note for a
beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee
shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery
thereof in the form of a Definitive Note. 
 (f) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE THIRTEENTH SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE)
OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF
THE THIRTEENTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE THIRTEENTH SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE THIRTEENTH SUPPLEMENTAL INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, 

  
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NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (g)
Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and
not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase. 
 (h) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note
for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 4.10 and 9.05 hereof). 
 (iii) Neither the
Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Thirteenth Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or
exchange. 
 (v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes
during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or
to exchange any Note so selected for 

  
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redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next
succeeding Interest Payment Date. 
 (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all
other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 
 (vii) Upon
surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee
or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a
like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and
mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07 Replacement
Notes. 
 If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its
satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required
by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them
may suffer if a Note is replaced. The Issuer and/or the Trustee may charge for their expenses in replacing a Note. 
 Every replacement Note
is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Thirteenth Supplemental Indenture equally and proportionately with all other Notes duly issued hereunder. 

Section 2.08 Outstanding Notes. 

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 

  
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 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any
Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying
Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or Maturity Date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest. 
 Section 2.09 Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by
the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to
deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor. 

Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.
Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or
beneficial holders, respectively, of Notes under this Thirteenth Supplemental Indenture. 
 Section 2.11 Cancellation. 

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not
issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
 Section 2.12
Defaulted Interest. 
 If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons 

  
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who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer 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
provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such
defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the
Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to
be paid. 
 Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this
Thirteenth Supplemental Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

Section 2.13 CUSIP and ISIN Numbers. 

The Issuer in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or
ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of
redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify
the Trustee of any change in the CUSIP or ISIN numbers. 
 ARTICLE 3 

REDEMPTION 
 Section 3.01
Notices to Trustee. 
 If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee and
the Registrar and Paying Agent, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an
Officer’s Certificate setting forth (i) the clause of this Thirteenth Supplemental Indenture or the subparagraph of such Note pursuant to which the redemption shall occur, (ii) the Redemption Date; (iii) the principal amount of
Notes to be redeemed, (iv) the redemption price (or the method of calculating it) and (v) each place that payment will be made upon presentation and surrender of the Notes to be redeemed. 

Section 3.02 Selection of Notes to Be Redeemed or Purchased. 

If less than all of the Notes, are to be redeemed or purchased in an offer to purchase at any time, the Registrar and Paying Agent shall select
the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) on a pro
rata basis or (c) by lot or by such 

  
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other method in accordance with the procedures of DTC. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Registrar and Paying Agent from the outstanding Notes not previously called for redemption or purchase. 

The Registrar and Paying Agent shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case
of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of $2,000
or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed
or purchased. Except as provided in the preceding sentence, provisions of this Thirteenth Supplemental Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Section 3.03 Notice of Redemption. 

The Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if
the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(c) hereof, notices of redemption may not be conditional. 

The notice shall identify the Notes to be redeemed and shall state: 

(a) the Redemption Date; 

(b) the redemption price (or method of calculating it); 

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and
that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the
Holder of the Notes upon cancellation of the original Note; 
 (d) the place and address that payment will be made upon
presentation and surrender of the Notes to be redeemed; 
 (e) the name and address of the Paying Agent; 

(f) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(g) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the Redemption Date; 
 (h) the paragraph or subparagraph of the Notes and/or Section of this Thirteenth
Supplemental Indenture pursuant to which the Notes called for redemption are being redeemed; 

  
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 (i) that no representation is made as to the correctness or accuracy of the CUSIP
and/or ISIN number, if any, listed in such notice or printed on the Notes; and 
 (j) if in connection with a redemption
pursuant to Section 3.07 hereof, any condition to such redemption. 
 At the Issuer’s request, the Trustee shall give the notice
of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant
to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph. 
 Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable
on the Redemption Date at the redemption price (except as provided for in Section 3.07(c) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such
notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions thereof called for redemption. 

Section 3.05 Deposit of Redemption or Purchase Price. 

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the
Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased. 

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to
accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption
or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of
the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption
or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the
expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Thirteenth Supplemental Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or
Officer’s Certificate is required for the Trustee to authenticate such new Note. 

  
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 Section 3.07 Optional Redemption. 

(a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. 

(b) Prior to August 15, 2025, the Notes will be redeemable, at the Issuer’s option, at any time in whole or from time to time in
part, at a redemption, or “make-whole,” price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment
on August 15, 2025 of the principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through August 15, 2025 of interest on the Notes to be redeemed (excluding accrued and unpaid interest to the date
of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in each case discounted from their scheduled date of payment to
the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points plus, in each of the above cases, accrued and unpaid interest,
if any, to such Redemption Date. 
 On and after August 15, 2025, the Notes will be redeemable, at the Issuer’s option, at any
time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to such Redemption Date. 

(c) Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction. 

(d) If the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed in the
manner described under Section 3.02 hereof. 
 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08 Mandatory Redemption. 

The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. 

ARTICLE 4 
 COVENANTS 

Section 4.01 Payment of Notes. 

The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided
in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

  
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 The Issuer shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02
Maintenance of Office or Agency. 
 The Issuer shall maintain in the Borough of Manhattan in the City of New York, an office or agency
(which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes
and this Thirteenth Supplemental Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan in
the City of New York, for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Issuer hereby designates the office of the Registrar at the address specified in Section 12.02 hereof (or such other address as to
which the Registrar may give notice to the Holders and the Issuer) as one such office or agency of the Issuer in accordance with Section 2.03 hereof. 

Section 4.03 Compliance Certificate. 

(a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, an Officer’s
Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept,
observed, performed and fulfilled its obligations under this Thirteenth Supplemental Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and
fulfilled each and every condition and covenant contained in this Thirteenth Supplemental Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Thirteenth Supplemental
Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto). 

(b) When any Default has occurred and is continuing under this Thirteenth Supplemental Indenture, or if the Trustee or the holder of any other
evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by
registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto. 

  
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 Section 4.04 Taxes. 

The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.05 Stay, Extension and Usury Laws. 

The Issuer and the Parent Guarantor covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Thirteenth Supplemental
Indenture; and the Issuer and the Parent Guarantor (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 

Section 4.06 Limitations on Mortgages. 

(a) Nothing in this Thirteenth Supplemental Indenture or in the Notes shall in any way restrict or prevent the Issuer, the Parent Guarantor or
any Subsidiary from incurring any Indebtedness, provided, however, that neither the Issuer nor any of its Subsidiaries will issue, assume or guarantee any indebtedness or obligation secured by Mortgages upon any Principal Property,
unless the Notes shall be secured equally and ratably with (or prior to) such Indebtedness. 
 (b) The provisions of
Section 4.06(a) shall not apply to: 
 (1) Mortgages securing all or any part of the purchase price of property acquired
or cost of construction of property or cost of additions, substantial repairs, alterations or improvements or property, if the Indebtedness and the related Mortgages are incurred within 18 months of the later of the acquisition or completion of
construction and full operation or additions, repairs, alterations or improvements; 
 (2) Mortgages existing on property at
the time of its acquisition by the Issuer or a Subsidiary or on the property of a Person at the time of the acquisition of such Person by the Issuer or a Subsidiary (including acquisitions through merger or consolidation); 

(3) Mortgages to secure Indebtedness on which the interest payments to holders of the related indebtedness are excludable from
gross income for federal income tax purposes under Section 103 of the Code; 
 (4) Mortgages in favor of the Issuer or
any Subsidiary; 
 (5) Mortgages existing on the date of this Thirteenth Supplemental Indenture; 

(6) Mortgages in favor of a government or governmental entity that (i) secure Indebtedness which is guaranteed by the
government or governmental entity, (ii) secure Indebtedness incurred to finance all or some of the purchase price or cost of construction of goods, products or facilities produced under contract or subcontract for the government or governmental
entity, or (iii) secure Indebtedness incurred to finance all or some of the purchase price or cost of construction of the property subject to the Mortgage; 

  
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 (7) Mortgages incurred in connection with the borrowing of funds where such funds
are used to repay within 120 days after entering into such Mortgage, Indebtedness in the same principal amount secured by other Mortgages on Principal Property with at least the same appraised fair market value; and 

(8) any extension, renewal or replacement of any Mortgage referred to in clauses (1) through (7) above, provided the
amount secured is not increased and such extension, renewal or replacement Mortgage relates to the same property. 
 Section 4.07
Limitations on Sale and Lease-Back. 
 Neither the Issuer nor any Subsidiary will enter into any Sale and Lease-Back Transaction with
respect to any Principal Property with another Person (other than with the Issuer or a Subsidiary) unless either: 
 (a) the
Issuer or such Subsidiary could incur indebtedness secured by a mortgage on the property to be leased without equally and ratably securing the Notes; or 

(b) within 120 days, the Issuer applies the greater of the net proceeds of the sale of the leased property or the fair value of
the leased property, net of all Notes delivered under this Thirteenth Supplemental Indenture, to the voluntary retirement of Funded Debt and/or the acquisition or construction of a Principal Property. 

Section 4.08 Exempted Transactions. 

Notwithstanding the provisions of Sections 4.06 and 4.07, if the aggregate outstanding principal amount of all Indebtedness of the Issuer
and its Subsidiaries that is subject to and not otherwise permitted under these restrictions does not exceed 15% of the Consolidated Net Tangible Assets of the Issuer and its Subsidiaries, then: 

(a) the Issuer or any of its Subsidiaries may issue, assume or guarantee Indebtedness secured by Mortgages; and 

(b) the Issuer or any of its Subsidiaries may enter into any Sale and Lease-Back Transaction. 

Section 4.09 Corporate Existence. 

Subject to Article 5 hereof the Issuer, and so long as any Notes in respect of which the Guarantee is been outstanding, the Parent Guarantor,
shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, rights (charter or statutory), licenses and franchises; provided that neither the Issuer nor the Parent
Guarantor shall be required to preserve any such right, license or franchise, if respective board of directors shall in good faith determine that the preservation thereof is no longer desirable in the conduct of the business. 

  
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 Section 4.10 Offer to Repurchase upon Change of Control. 

(a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the
outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change
of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of
Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information: 

(1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered
pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 
 (2) the purchase price and the
purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest; 

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to
the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 
 (5) that Holders electing
to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified
in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such
Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the
Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 

(7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal
amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and 

(8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow.


  
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 The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure
to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.10 by virtue thereof. 
 (b) On the Change of Control Payment Date, the Issuer shall, to
the extent permitted by law, 
 (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant
to the Change of Control Offer; 
 (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control
Payment in respect of all Notes or portions thereof so tendered; and 
 (3) deliver, or cause to be delivered, to the Trustee
for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 

(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the
Change of Control at the time of making of the Change of Control Offer. 
 (d) Other than as specifically provided in this
Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 

Section 4.11 Discharge and Suspension of Covenants. 

(a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default
has occurred and is continuing under this Thirteenth Supplemental Indenture, the Issuer and the Subsidiaries will not be subject to Section 4.10 hereof (the “Suspended Covenant”). 

(b) In the event that the Issuer and the Subsidiaries are not subject to the Suspended Covenant under this Thirteenth Supplemental Indenture
for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes
below an Investment Grade Rating and/or (2) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such
transaction (alone or together with any related recapitalization or refinancing transactions) 

  
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would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Issuer and the Subsidiaries shall
thereafter again be subject to the Suspended Covenant under this Thirteenth Supplemental Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (2) above. 

(c) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any of its Subsidiaries prior to such
reinstatement shall give rise to a Default or Event of Default under this Thirteenth Supplemental Indenture with respect to the Notes. 

(d) The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this
Section 4.11. 
 ARTICLE 5 

SUCCESSORS 
 Section 5.01
Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) Neither the Issuer nor the Parent Guarantor, as applicable,
shall consolidate or merge with or into or transfer or lease all or substantially all of its assets to (whether or not the Issuer or the Parent Guarantor, as applicable, is the surviving corporation), any Person unless: 

(1) either: (x) the Issuer or the Parent Guarantor, as applicable, is the surviving corporation; or (y) (i) in
the case of the Issuer, the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale or lease, will have been made is a corporation organized or existing under the laws of the jurisdiction of
organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Entity”) expressly assumes,
pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, all obligations of the Issuer under the Notes and this Thirteenth Supplemental Indenture as if such Successor Entity were a party
to this Thirteenth Supplemental Indenture; and (ii) in the case of the Parent Guarantor, the Successor Entity assumes the Parent Guarantor’s obligations under this Thirteenth Supplemental Indenture and the Guarantee, as if such Successor
Entity were an original party to this Thirteenth Supplemental Indenture and such Guarantee; 
 (2) after giving effect to
such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; 

(3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the
Issuer or the Parent Guarantor, as applicable, would become subject to a mortgage, pledge, lien, security interest or other encumbrance that would not be permitted by this Thirteenth Supplemental Indenture, the Issuer or the Parent Guarantor, as
applicable, or such Successor Entity or Person, as the case may be, shall take such steps as shall be necessary effectively to secure all the Notes or the Guarantee, as applicable, equally and ratably with (or prior to) all indebtedness secured
thereby; and, 

  
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 (4) the Issuer or the Parent Guarantor, as applicable, shall have delivered to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Thirteenth Supplemental Indenture and, if a supplemental
indenture is required in connection with such transaction, such supplement shall comply with the applicable provisions of this Thirteenth Supplemental Indenture. 

(b) The Successor Entity shall succeed to, and be substituted for the Issuer or the Parent Guarantor, as applicable, as the case may be, under
this Thirteenth Supplemental Indenture and the Notes or the Guarantee, each as applicable. Notwithstanding clause (3) of Section 5.01(a) hereof, 

(1) any Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and

 (2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating
the Issuer in a State of the United States or any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Subsidiaries is not increased thereby. 

Section 5.02 Successor Corporation Substituted. 

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the
assets of the Issuer or the Parent Guarantor, as applicable, in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Thirteenth Supplemental
Indenture referring to the Issuer or the Parent Guarantor, as applicable, shall refer instead to the successor corporation and not to the Issuer or the Parent Guarantor, as applicable), and may exercise every right and power of the Issuer or the
Parent Guarantor, as applicable, under this Thirteenth Supplemental Indenture with the same effect as if such successor Person had been named as the Issuer or the Parent Guarantor, as applicable, herein; provided that the predecessor Issuer
shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of
Section 5.01 hereof. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any,
on the Notes; 

  
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 (2) default for a period of 30 days or more in the payment when due of interest
on or with respect to the Notes; 
 (3) default in any deposit of any sinking fund payment in respect of the Notes when and
as due by the terms of the Notes; 
 (4) default in the performance, or breach, of any covenant or warranty of the Issuer in
this Thirteenth Supplemental Indenture (other than a covenant or warranty in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 60 days after there
has been given written notice by the Holders of at least 10% in principal amount of the outstanding Notes specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

 (5) the Issuer or the Parent Guarantor pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences proceedings to be adjudicated bankrupt or insolvent; 

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under applicable Bankruptcy Law; 
 (iii) consents to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 

(iv) makes a general assignment for the benefit of its creditors; or 

(v) generally is not paying its debts as they become due; 

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against the Issuer or the Parent Guarantor, in a proceeding in which the Issuer or the Parent Guarantor is to
be adjudicated bankrupt or insolvent; 
 (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Issuer or the Parent Guarantor, or for all or substantially all of the property of the Issuer or the Parent Guarantor; or 

(iii) orders the liquidation of the Issuer or the Parent Guarantor; 

and the order or decree remains unstayed and in effect for 60 consecutive days; or 

(7) The Guarantee shall for any reason cease to be in full force and effect or be declared null and void or any responsible
officer of the Parent Guarantor denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Thirteenth Supplemental Indenture or the release of any such Guarantee in
accordance with this Thirteenth Supplemental Indenture. 

  
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 Section 6.02 Acceleration. 

(a) If any Event of Default (other than an Event of Default specified in clause (5) or (6) of Section 6.01(a) hereof) occurs and
is continuing under this Thirteenth Supplemental Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then total outstanding Notes may declare the principal amount of all the then outstanding Notes to be due and
payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers
in good faith determines acceleration is not in the best interest of the Holders of the Notes. 
 (b) Notwithstanding the foregoing, in the
case of an Event of Default arising under clause (5) or (6) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice. 

(c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Issuer and the Trustee may
on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become
due solely because of the acceleration) have been cured or waived. 
 Section 6.03 Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Thirteenth Supplemental Indenture. 
 The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Past Defaults. 

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default and its consequences hereunder, except a past Default in the payment (a) in principal of, premium if any, or interest on, any Note, or in the payment of any sinking fund installment with
respect to the Notes, or (b) in respect of a covenant or provision hereof which pursuant to Article 9 hereof cannot be modified or amended, without the consent of Holders of each outstanding Note affected); provided, subject to
Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Thirteenth Supplemental Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon. 

  
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 Section 6.05 Control by Majority. 

The Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Thirteenth Supplemental Indenture or that the
Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 

Section 6.06 Limitation on Suits. 

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Thirteenth Supplemental Indenture or the
Notes unless: 
 (1) such Holder has previously given the Trustee notice that an Event of Default is continuing; 

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

 (3) Holders of the Notes have offered the Trustee security or indemnity reasonably satisfactory to it against any loss,
liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the
offer of security or indemnity; and 
 (5) Holders of a majority in principal amount of the total outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder
of a Note may not use this Thirteenth Supplemental Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 

Section 6.07 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Thirteenth Supplemental Indenture, the right of any Holder of a Note to receive payment of
principal and premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee.

 If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

  
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 Section 6.09 Restoration of Rights and Remedies. 

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

Section 6.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07
hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy. 
 Section 6.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 6.12 Trustee May File Proofs of
Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the
Issuer (or any other obligor upon the Notes including the Parent Guarantor), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect,
receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding. 

  
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 Section 6.13 Priorities. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

(i) to the Trustee, Paying Agent, Registrar, Transfer Agent, their agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee, Paying Agent, Registrar or Transfer Agent and the costs and expenses of collection; 

(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Notes for principal and premium, if any, and interest, respectively; and 

(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct, including the Parent Guarantor, if
applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

 Section 6.14 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Thirteenth Supplemental Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 

ARTICLE 7 
 TRUSTEE 

Section 7.01 Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Thirteenth Supplemental 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: 

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

  
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 (ii) 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 Thirteenth Supplemental 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 shall examine the certificates and opinions to determine whether or not they conform to the requirements of this
Thirteenth Supplemental Indenture. 
 (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: 
 (i) this paragraph does not limit the effect of paragraph
(b) of this Section 7.01; 
 (ii) the Trustee shall 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 

(iii) the Trustee shall 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 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this
Thirteenth Supplemental Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Thirteenth Supplemental Indenture at the
request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. 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 shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall 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
Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall 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. 

  
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 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee shall 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 Thirteenth Supplemental Indenture. 

(e) Unless otherwise specifically provided in this Thirteenth Supplemental Indenture, any demand, request, direction or notice from the Issuer
shall be sufficient if signed by an Officer of the Issuer. 
 (f) None of the provisions of this Thirteenth Supplemental Indenture shall
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 shall have reasonable grounds
for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Thirteenth Supplemental Indenture. 
 (h) In no
event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of
such loss or damage and regardless of the form of action. 
 (i) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

Section 7.03 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue
as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Thirteenth Supplemental Indenture
or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Thirteenth Supplemental Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the
sale of the Notes or pursuant to this Thirteenth Supplemental Indenture other than its certificate of authentication. 

  
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 Section 7.05 Notice of Defaults. 

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default
within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee. 

Section 7.06 Reports by Trustee to Holders of the Notes. 

Within 60 days after each May 15, beginning with the May 15 following the date of this Thirteenth Supplemental Indenture, and for so
long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes 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 shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all
reports as required by Trust Indenture Act Section 313(c). 
 A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any
stock exchange. 
 Section 7.07 Compensation and Indemnity. 

The Issuer and the Parent Guarantor, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of
this Thirteenth Supplemental Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and
the Parent Guarantor, jointly and severally, shall 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 shall
include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuer and the Parent
Guarantor, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) 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 Thirteenth Supplemental Indenture against the Issuer or the Parent Guarantor (including this Section 7.07) or defending
itself against any claim whether asserted by any Holder or the Issuer or the Parent Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the
Issuer shall pay the fees and expenses of such counsel. The Issuer 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.


  
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 The obligations of the Issuer and the Parent Guarantor under this Section 7.07 shall survive
the satisfaction and discharge of this Thirteenth Supplemental Indenture or the earlier resignation or removal of the Trustee. 
 To secure
the payment obligations of the Issuer and the Guarantee in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this Thirteenth Supplemental Indenture. 
 When the Trustee
incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(5) or (6) hereof 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. 
 The Trustee shall comply with the provisions of Trust Indenture Act
Section 313(b)(2) to the extent applicable. As used in this Section 7.07, the term “Trustee” shall also include each of the Paying Agent, Registrar, and Transfer Agent, as applicable. 

Section 7.08 Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall 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 and the Registrar, Paying Agent and Transfer Agent may resign with 90 days prior written notice and be discharged from the trust hereby
created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing and may remove the Registrar, Paying Agent or Transfer Agent
by so notifying such Registrar, Paying Agent or Transfer Agent, as applicable, with 90 days prior written notice. The Issuer may remove the Trustee if: 

(a) the Trustee fails to comply with Section 7.10 hereof; 

(b) 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; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the
Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

  
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 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Thirteenth Supplemental Indenture. The
successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and
subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring
Trustee. 
 As used in this Section 7.08, the term “Trustee” shall also include each of the Paying Agent, Registrar and
Transfer Agent, as applicable. 
 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, the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10 Eligibility;
Disqualification. 
 There shall 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. 
 This
Thirteenth Supplemental Indenture shall 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 Issuer. 

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 shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 

ARTICLE 8 
 LEGAL DEFEASANCE AND
COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Parent
Guarantor shall, subject to the satisfaction of the conditions set forth in 

  
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Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and the Guarantee on the date the conditions set forth below are satisfied
(“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Thirteenth Supplemental Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes
and this Thirteenth Supplemental Indenture including that of the Parent Guarantor (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: 
 (a) the rights of Holders of Notes to receive payments
in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Thirteenth Supplemental Indenture referred to in Section 8.04 hereof; 

(b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection
therewith; and 
 (d) this Section 8.02. 

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer shall, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.03, 4.04, 4.06, 4.07, 4.08, 4.09 and 4.10 hereof and Section 5.01(a) hereof with respect
to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Thirteenth Supplemental Indenture and such Notes shall be unaffected
thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3),
6.01(a)(5), 6.01(a)(6) and 6.01(a)(7) hereof shall not constitute Events of Default. 

  
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 Section 8.04 Conditions to Legal or Covenant Defeasance. 

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S.
dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the
Notes on the stated Maturity Date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular
Redemption Date; 
 (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Issuer has
received from, or there has been published by, the United States Internal Revenue Service a ruling, or 
 (b) since the
issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, 
 in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal
Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably
acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and
simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under
any material agreement or instrument (other than this Thirteenth Supplemental Indenture) to which the Issuer or the Parent Guarantor is a party or by which the Issuer or the Parent Guarantor is bound (other than that resulting from borrowing funds
to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); 

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and
subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; 

  
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 (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate
stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or the Parent Guarantor or others; and 

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of
Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Notes and this Thirteenth Supplemental Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or the Parent Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law. 

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government
Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written
request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(2) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 

Section 8.06 Repayment to Issuer. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or
interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 

Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.04 or
8.05 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting 

  
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such application, then the Issuer’s obligations under this Thirteenth Supplemental Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.04 or 8.05 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.04 or 8.05 hereof, as the case may be; provided that, if the Issuer makes any payment of
principal of, premium or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
 Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 hereof, the Issuer, the Parent Guarantor (with respect to the Guarantee or this Thirteenth Supplemental
Indenture) and the Trustee may amend or supplement this Thirteenth Supplemental Indenture, Notes or the Guarantee without the consent of any Holder: 

(1) to evidence the succession of another corporation to the Issuer or the Parent Guarantor and the assumption by such
successor of the covenants of the Issuer or the Parent Guarantor in compliance with the requirements set forth in this Thirteenth Supplemental Indenture; or 

(2) to add to the covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer
or the Parent Guarantor; or 
 (3) to add any additional Events of Default; or 

(4) to change or eliminate any of the provisions of this Thirteenth Supplemental Indenture, provided that any such
change or elimination shall become effective only when there are no outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental
indenture would apply; or 
 (5) to secure the Notes; or 

(6) to supplement any of the provisions of this Thirteenth Supplemental Indenture to such extent necessary to permit or
facilitate the defeasance and discharge of the Notes, provided that any such action does not adversely affect the interests of the Holders of the Notes in any material respect; or 

(7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee and to add to or change any of
the provisions of this Thirteenth Supplemental Indenture necessary to provide for or facilitate the administration of the trusts by more than one Trustee; or 

(8) to cure any ambiguity to correct or supplement any provision of this Thirteenth Supplemental Indenture which may be
defective or inconsistent with any other provision; or 
 (9) to change any place or places where the principal of and
premium, if any, and interest, if any, on the Notes shall be payable, the Notes may be surrendered for registration or transfer, the Notes may be surrendered for exchange, and notices and demands to or upon the Issuer may be served; or 

  
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 (10) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Thirteenth Supplemental Indenture under the Trust Indenture Act; or 
 (11) to conform the text of this
Thirteenth Supplemental Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes” section of the Prospectus to the extent that such provision in such “Description of the Notes” section was intended
to be a verbatim recitation of a provision of this Thirteenth Supplemental Indenture, the Guarantee or the Notes; or 
 (12)
to make any amendment to the provisions of this Thirteenth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Thirteenth Supplemental Indenture, including, without limitation to facilitate the issuance and
administration of the Notes; provided, however, that (i) compliance with this Thirteenth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable
securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. 
 Upon the
request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee
shall join with the Issuer and the Parent Guarantor in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Thirteenth 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 such amended or supplemental indenture that affects its own rights, duties or immunities under this Thirteenth Supplemental Indenture or otherwise. 

Section 9.02 With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Issuer, the Parent Guarantor and the Trustee may amend or supplement this Thirteenth
Supplemental Indenture, the Guarantee and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in
the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Thirteenth Supplemental Indenture, the Guarantee or the
Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Thirteenth Supplemental
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 

  
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 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes
affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver. 
 Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder): 
 (1) change the stated maturity of the principal of, or
installment of interest, if any, on, the Notes, or reduce the principal amount thereof or the interest thereon or any premium payable upon redemption thereof; 

(2) change the currency in which the principal of (and premium, if any) or interest on such Notes are denominated or payable,
or reduce the amount of the principal of a discount security that would be due and payable upon redemption thereof; 
 (3)
adversely affect the right of repayment or repurchase, if any, at the option of the Holder after such obligation arises, or reduce the amount of, or postpone the date fixed for, any payment under any sinking fund or impair the right to institute
suit for the enforcement of any payment on or after the stated maturity thereof (or, in the case of redemption, on or after the Redemption Date); 

(4) reduce the percentage of Holders whose consent is required for modification or amendment of this Thirteenth Supplemental
Indenture or for waiver of compliance with certain provisions of this Thirteenth Supplemental Indenture or certain defaults;

(5) modify the provisions that require Holder consent to modify or amend this Thirteenth Supplemental Indenture or that permit
Holders to waive compliance with certain provisions of this Thirteenth Supplemental Indenture or certain defaults; or 
 (6)
except as expressly permitted by this Thirteenth Supplemental Indenture, modify the Guarantee in any manner adverse to the Holders of the Notes. 

Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Thirteenth Supplemental Indenture or the Notes shall be set forth in an amended or supplemental indenture
that complies with the Trust Indenture Act as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent 

  
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is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder; provided that any amendment or waiver that requires the consent
of each affected Holder shall not become effective with respect to any non-consenting Holder. 
 The Issuer may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained. 

Section 9.05 Notation on or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in
exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06 Trustee to Sign Amendments, etc. 

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall
be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Thirteenth Supplemental Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and the Parent Guarantor,
enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). 

Section 9.07 Payment for Consent. 

Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Thirteenth Supplemental Indenture or the Notes unless such consideration is offered to all Holders and is
paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 

  
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 ARTICLE 10 

GUARANTEE 
 Section 10.01
Guarantee. 
 (a) The Parent Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all of the monetary obligations of the Issuer under this Thirteenth Supplemental Indenture and the Notes, whether for principal or interest on the Notes, expenses, indemnification or otherwise (all such obligations of
the Parent Guarantor being herein referred to as the “Parent Guaranteed Obligations”). 
 (b) It is the intention of the
Parent Guarantor that the Guarantee 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 the Guarantee. To effectuate the foregoing intention, the amount guaranteed by the Parent Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of the Parent Guarantor that are relevant under such laws, result in the obligations of the Parent Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance. 

(c) The Parent Guarantor guarantees that the Parent Guaranteed Obligations will be paid strictly in accordance with the terms of this
Thirteenth Supplemental Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Notes with respect thereto. The liability of the Parent
Guarantor under the Guarantee shall be absolute and unconditional irrespective of: 
 (i) any lack of validity,
enforceability or genuineness of any provision of this Thirteenth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; 

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Parent Guaranteed
Obligations, or any other amendment or waiver of or any consent to departure from this Thirteenth Supplemental Indenture; 

(iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to
departure from any other guarantee, for all or any of the Parent Guaranteed Obligations; or 
 (iv) any other circumstance
that might otherwise constitute a defense available to, or a discharge of, the Issuer or a guarantor. 
 (d) The Parent Guarantor covenants
and agrees that its obligation to make payments of the Parent Guaranteed Obligations hereunder constitutes an unsecured obligation of the Parent Guarantor ranking pari passu with all existing and future senior unsecured indebtedness of the
Parent Guarantor that is not subordinated in right of payment to the Guarantee. 
 (e) The Parent Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to the Guarantee and any requirement that the Trustee, or the Holders of any Notes protect, secure, perfect or insure any security interest or lien or any property subject thereto or
exhaust any right or take any action against the Issuer or any other Person or any collateral. 

  
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 (f) The Parent Guarantor hereby irrevocably waives any claims or other rights that it may now or
hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Parent Guarantor’s obligations under the Guarantee or this Thirteenth Supplemental Indenture, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Notes against the Issuer or any collateral, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or
security on account of such claim, remedy or right. If any amount shall be paid to the Parent Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Parent Guaranteed Obligations and all other amounts
payable under the Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Parent Guaranteed Obligations and all other
amounts payable under the Guarantee, whether matured or unmatured, in accordance with the terms of this Thirteenth Supplemental Indenture and the Guarantee, or be held as collateral for any Parent Guarantor Obligations or other amounts payable under
the Guarantee thereafter arising. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Thirteenth Supplemental Indenture and the Guarantee and that the waiver set
forth in this Section 10.01 is knowingly made in contemplation of such benefits. 
 (g) No failure on the part of the Trustee or any
Holder of the Notes to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
 (h) The Guarantee is a
continuing guarantee and shall (a) subject to paragraph 10.01(i), remain in full force and effect until payment in full of the principal amount of all outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance,
retirement or other acquisition) and all other applicable Parent Guaranteed Obligations of the Parent Guarantor then due and owing, (b) be binding upon the Parent Guarantor, its successors and assigns, and (c) inure to the benefit of and
be enforceable by the Trustee, any Holder of Notes, and by their respective successors, transferees, and assigns. 
 (i) The Parent
Guarantor will automatically and unconditionally be released from all Parent Guaranteed Obligations, and the Guarantee shall thereupon terminate and be discharged and of no further force of effect, (i) upon any merger or consolidation of such
Parent Guarantor with the Issuer, (ii) upon exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Issuer’s obligations under this Thirteenth
Supplemental Indenture, in accordance with the terms of this Thirteenth Supplemental Indenture, or (iii) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other applicable Parent Guaranteed Obligations
of the Parent Guarantor then due and owing. 
 Upon any such occurrence specified in this paragraph 10.01(i), the Trustee shall execute upon
request by the Issuer, any documents reasonably required in order to evidence such release, discharge and termination in respect of the Guarantee. Neither the Issuer nor the Parent Guarantor shall be required to make a notation on the Notes to
reflect the Guarantee or any such release, termination or discharge. 
 (j) The Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed


  
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for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantee, whether as a “voidable preference,” “fraudulent
transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 (k) The Parent Guarantor may
amend the Guarantee at any time for any purpose without the consent of the Trustee or any Holder of the Notes; provided, however, that if such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the
Notes, the prior written consent of the Trustee (in the case of (b), acting at the written direction of the Holders of more than 50% in aggregate principal amount of Notes) shall be required. 

ARTICLE 11 
 SATISFACTION AND
DISCHARGE 
 Section 11.01 Satisfaction and Discharge. 

This Thirteenth Supplemental Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: 

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid
and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making
of a notice of redemption or otherwise, shall become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Issuer, and the Issuer or the Parent Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars,
Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 
 (B) no Default
(other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this
Thirteenth Supplemental Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Thirteenth Supplemental Indenture) to which the Issuer or the Parent Guarantor is a party or by which the Issuer is bound (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other Indebtedness and in each case, the granting of Liens in connection therewith); 

  
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 (C) the Issuer has paid or caused to be paid all sums payable by it under this
Thirteenth Supplemental Indenture; and 
 (D) the Issuer has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. 
 In addition, the Issuer must
deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

Notwithstanding the satisfaction and discharge of this Thirteenth Supplemental Indenture, if money shall have been deposited with the Trustee
pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive. 

Section 11.02 Application of Trust Money. 

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held
in trust and applied by it, in accordance with the provisions of the Notes and this Thirteenth Supplemental Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with
Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and the Parent
Guarantor’s obligations under this Thirteenth Supplemental Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment
of principal of, premium or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the
Trustee or Paying Agent. 
 ARTICLE 12 

MISCELLANEOUS 

Section 12.01 Trust Indenture Act Controls. 

If any provision of this Thirteenth Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act
Section 318(c), the imposed duties shall control. 

  
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 Section 12.02 Notices. 

Any notice or communication by the Issuer, the Parent Guarantor or the Trustee to the others is duly given if in writing and delivered in
person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuer: 
 HCA Inc.

 One Park Plaza 
 Nashville,
Tennessee 37203 
 Fax No.: (615) 344-1531; Attention: General Counsel 

Fax No.: (866) 741-5906; Attention: Treasurer 

If to the Parent Guarantor: 

HCA Holdings, Inc. 
 c/o HCA Inc.

 One Park Plaza 
 Nashville,
Tennessee 37203 
 Fax No.: (615) 344-1531; Attention: General Counsel 

Fax No.: (866) 741-5906; Attention: Treasurer 

If to the Trustee: 
 Law
Debenture Trust Company of New York 
 400 Madison Avenue 

New York, New York 10017 
 Fax
No.: (212) 750-1361 
 Attention: Corporate Trust Administration 

If to the Registrar, Paying Agent or Transfer Agent: 

Deutsche Bank Trust Company Americas 

c/o Deutsche Bank National Trust Company 

Trust & Securities Services 

100 Plaza One, Mailstop JCY03-0699 

Jersey City, New Jersey 07311 

Fax No.: (732) 578-4635 

Attn: Corporates Team Deal Manager - HCA Inc. 

The Issuer, the Parent Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent
notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent
required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

  
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 If a notice or communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it. 
 If the Issuer mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time. 
 Section 12.03 Communication by Holders of Notes with Other Holders of
Notes. 
 Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights
under this Thirteenth Supplemental Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 

Section 12.04 Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Issuer or the Parent Guarantor to the Trustee to take any action under this Thirteenth Supplemental
Indenture, the Issuer or the Parent Guarantor, as the case may be, shall furnish to the Trustee: 
 (a) An Officer’s Certificate in
form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Thirteenth Supplemental Indenture relating to the proposed action have been satisfied; and 
 (b) An Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

Section 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Thirteenth Supplemental Indenture
(other than a certificate provided pursuant to Section 4.03 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: 

(a) a statement that the Person making such certificate or opinion has read such covenant or condition; 

(b) 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; 
 (c) a statement that, in the opinion of such Person, he or she 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, in the case of an Opinion of Counsel, may be limited to reliance on an
Officer’s Certificate as to matters of fact); and 
 (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with. 

  
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 Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No director, officer, employee, incorporator or stockholder of the Issuer or the Parent Guarantor shall have any
liability for any obligations of the Issuer or the Parent Guarantor under the Notes, the Guarantee or this Thirteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by
accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

Section 12.08 Governing Law. 

THIS THIRTEENTH SUPPLEMENTAL INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK. 
 Section 12.09 Waiver of Jury Trial. 

EACH OF THE ISSUER, THE PARENT GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRTEENTH SUPPLEMENTAL INDENTURE, THE GUARANTEE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 12.10 Force Majeure. 

In no event shall the Trustee, Paying Agent, Registrar or Transfer Agent be responsible or liable for any failure or delay in the performance
of its obligations under this Thirteenth Supplemental Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 

Section 12.11 No Adverse Interpretation of Other Agreements. 

This Thirteenth Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its
Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Thirteenth Supplemental Indenture. 

Section 12.12 Successors. 

All agreements of the Issuer in this Thirteenth Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee
and the Paying Agent, Registrar and Transfer Agent in this Thirteenth Supplemental Indenture shall bind their respective successors. 

  
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 Section 12.13 Severability. 

In case any provision in this Thirteenth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 12.14
Counterpart Originals. 
 The parties may sign any number of copies of this Thirteenth Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. 
 Section 12.15 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Thirteenth Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Thirteenth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 12.16 Qualification of Thirteenth Supplemental Indenture. 

The Issuer and the Parent Guarantor shall qualify this Thirteenth Supplemental Indenture under the Trust Indenture Act in accordance with and
to the extent required by the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Parent Guarantor and the Trustee) incurred in
connection therewith, including, but not limited to, costs and expenses of qualification of this Thirteenth Supplemental Indenture and the Notes and printing this Thirteenth Supplemental Indenture and the Notes. The Trustee shall be entitled to
receive from the Issuer and the Parent Guarantor any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Thirteenth Supplemental Indenture under
the Trust Indenture Act. 
 Section 12.17 USA Patriot Act. 

The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the Trustee and Agents, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The
parties to this agreement agree that they will provide the Trustee and the Agents with such information as they may request in order to satisfy the requirements of the USA Patriot Act. 

[Signatures on following pages] 

  
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	HCA INC.
		
	By:	 	 /s/ David. G. Anderson

	Name:	 	David G. Anderson
	Title:	 	Senior Vice President – Finance
	
	HCA HOLDINGS, INC., as Parent Guarantor
		
	By:	 	 /s/ David. G. Anderson

	Name:	 	David G. Anderson
	Title:	 	Senior Vice President – Finance



  
 Signature Page to
Indenture 








 
			
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	 /s/ James D. Heaney

	Name:	 	James D. Heaney
	Title:	 	Managing Director



  
 Signature Page to
Indenture 








 
			
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Paying Agent, Registrar and Transfer Agent
		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	 /s/ Debra A. Schwalb

	Name:	 	Debra A. Schwalb
	Title:	 	Vice President
		
	By:	 	 /s/ Chris Niesz

	Name:	 	Chris Niesz
	Title:	 	Assistant Vice President



  
 Signature Page to
Indenture 








 EXHIBIT A 

[Face of Note] 
 [Insert the
Global Note Legend, if applicable, pursuant to the provisions of the Thirteenth Supplemental Indenture] 







 CUSIP
[                    ]
 ISIN
[                    ]1 

GLOBAL NOTE 
 5.875% Senior Notes
due 2026 
  

			
	No.    	  	[$            ]

 HCA INC. 

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note
attached hereto] [of                      United States Dollars] on February 15, 2026. 

Interest Payment Dates: February 15 and August 15 

Record Dates: February 1 and August 1 
  

 

	1 	

  

			
	CUSIP Numbers:	  	404119 BS7
		
	ISIN Numbers:	  	US404119BS74


  
 A-2 








 IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed. 

Dated: November 13, 2015 
  

			
	HCA INC.
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 A-3 








 This is one of the Notes referred to in the within-mentioned Thirteenth Supplemental Indenture: 

 

			
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-4 








 [Back of Note] 

5.875% Senior Notes due 2026 

Capitalized terms used herein shall have the meanings assigned to them in the Supplemental Indenture referred to below unless otherwise
indicated. 
 1. INTEREST. HCA Inc., a Delaware corporation, promises to pay interest on the principal amount of this Note at
5.875% per annum from November 13, 2015 until maturity. The Issuer will pay interest semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest
Payment Date shall be August 15, 2016. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the
Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the interest rate on the
Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. The Issuer will
pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the February 1 and August 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if
such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Thirteenth Supplemental Indenture with respect to defaulted interest. Payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. 
 3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as
Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity. 

4. THIRTEENTH SUPPLEMENTAL INDENTURE. The Issuer issued the Notes under the Base Indenture dated as of August 1, 2011 (the “Base
Indenture”) among HCA Inc., the Parent Guarantor, the Trustee and the Paying Agent, Registrar and Transfer Agent, as supplemented by Supplemental Indenture No. 13, dated as of November 13, 2015 (the “Thirteenth
Supplemental Indenture”), among HCA Inc., the Parent Guarantor, the Trustee and the Paying Agent, Registrar and Transfer Agent. This Note is one of a duly authorized issue of notes of the Issuer designated as its 5.875% Senior Notes due
2026. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Thirteenth Supplemental Indenture. The terms of the Notes include those stated in the Thirteenth Supplemental Indenture and those made part of the
Thirteenth Supplemental Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Thirteenth Supplemental Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Thirteenth Supplemental Indenture or the Base Indenture, the provisions of the Thirteenth Supplemental Indenture shall
govern and be controlling. 

  
 A-5 








 5. OPTIONAL REDEMPTION. 

(a) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. 

(b) Prior to August 15, 2025, the Notes will be redeemable, at the Issuer’s option, at any time in whole or from time to time in
part, at a redemption, or “make-whole,” price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment
on August 15, 2025 of the principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through August 15, 2025 of interest on the Notes to be redeemed (excluding accrued and unpaid interest to the date
of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in each case discounted from their scheduled date of payment to
the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 50 basis points plus, in each of the above cases, accrued and unpaid interest,
if any, to such Redemption Date. 
 On and after August 15, 2025, the Notes will be redeemable, at the Issuer’s option, at any
time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to such Redemption Date. 

(c) Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction. 

(d) If the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed in the
manner described under Section 3.02 of the Thirteenth Supplemental Indenture. 
 (e) Any redemption pursuant to this paragraph 5
shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Thirteenth Supplemental Indenture. 
 6. MANDATORY
REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 7. NOTICE
OF REDEMPTION. Subject to Section 3.03 of the Thirteenth Supplemental Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may
be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 of the Thirteenth Supplemental Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof
called for redemption. 
 8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, the Issuer shall make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.10 of the Thirteenth Supplemental
Indenture. 

  
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 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Thirteenth Supplemental Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Thirteenth Supplemental Indenture. The Issuer need not exchange or
register the transfer of any Notes or portion of Notes selected for redemption, except for the unredeemed portion of any Notes being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed. 
 10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes. 
 11. AMENDMENT, SUPPLEMENT AND WAIVER. The Thirteenth Supplemental Indenture, the Guarantee or the Notes may be amended or
supplemented as provided in the Thirteenth Supplemental Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes
are defined in Section 6.01 of the Thirteenth Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the
principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy
or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Thirteenth Supplemental Indenture, the Notes or the Guarantee except as provided in the Thirteenth
Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Thirteenth Supplemental Indenture except a continuing Default in payment of the
principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Thirteenth Supplemental Indenture, and the Issuer is
required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. 

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Thirteenth Supplemental Indenture or be valid or obligatory for
any purpose until authenticated by the manual signature of the Trustee. 
 14. [RESERVED]. 

15. GOVERNING LAW. THIS THIRTEENTH SUPPLEMENTAL INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. 
 16. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a 

  
 A-7 








 
convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon. 
 The Issuer will furnish to any Holder upon written request and without charge a copy of
the Thirteenth Supplemental Indenture. Requests may be made to the Issuer at the following address: 
 HCA Inc. 

One Park Plaza 
 Nashville,
Tennessee 37203 
 Fax No.: (615) 344-1531; Attention: General Counsel 

Fax No.: (866) 741-5906; Attention: Treasurer 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	  

		 	(Insert assignee’s legal name)
	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)
	  

	  

	  

	  

	(Print or type assignee’s name, address and zip code)

  

			
	and irrevocably appoint
                                        
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

 Date:
                     
  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)


  

			
		
	Signature Guarantee*:	 	 

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 of the Thirteenth Supplemental Indenture, check
the appropriate box below: 
 [    ] Section 4.10 

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 of the Thirteenth Supplemental
Indenture, state the amount you elect to have purchased: 
 $             

Date:                      

 

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)


 
			
	Tax Identification No.:	 	  




 

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $            . The
following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of

Exchange
	 	 Amount of

decrease
 in Principal

Amount of this
 Global Note
	 	 Amount of increase

in Principal
 Amount of this

Global Note
	 	 Principal Amount

of
 this Global Note

following such
 decrease or

increase
	 	 Signature of

authorized officer
 of Trustee or

Registrar

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

  

	*	This schedule should be included only if the Note is issued in global form. 


  
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