EX-4.2



 Exhibit 4.2 
  

 
  

Sabre Holdings Corporation 
 TO

 SunTrust Bank 
 as Trustee

  
  

INDENTURE 
 Dated as of
August 7, 2001 
 Providing for Issuance of 

Debt Securities in Series 
  

 
  







 Sabre Holdings Corporation 

Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: 

 

			
	 Trust Indenture

Act Section      
	 	 Indenture Section

	 (§) 310 (a)(1)
	 	609
	 (a)(2)
	 	609
	 (a)(3)
	 	Not Applicable
	 (a)(4)
	 	Not Applicable
	 (b)
	 	608,610
	 (§) 311 (a)
	 	613
	 (b)
	 	613
	 (§) 312 (a)
	 	701, 702(a)
	 (b)
	 	702(b)
	 (c)
	 	702(c)
	 (§) 313 (a)
	 	703(a)
	 (b)
	 	703(a)
	 (c)
	 	703(a)
	 (d)
	 	703(b)
	 (§) 314 (a)
	 	704
	 (a)(4)
	 	101,704
	 (b)
	 	Not Applicable
	 (c)(1)
	 	102
	 (c)(2)
	 	102
	 (c)(3)
	 	Not Applicable
	 (d)
	 	Not Applicable
	 (e)
	 	102
	 (§) 315 (a)
	 	601
	 (b)
	 	602
	 (c)
	 	601
	 (d)
	 	601
	 (e)
	 	514
	 (§) 316 (a)
	 	101
	 (a)(1)(A)
	 	502,512
	 (a)(1)(B)
	 	513
	 (a)(2)
	 	Not Applicable
	 (b)
	 	508
	 (c)
	 	104(c)
	 (§) 317 (a)(1)
	 	503
	 (a)(2)
	 	504
	 (b)
	 	1003
	 (§) 318 (a)
	 	107

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

  
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 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	   
   

			
	 Section 101.
	 	Definitions	  	 	1	  
	 Section 102.
	 	Compliance Certificates and Opinions	  	 	7	  
	 Section 103.
	 	Form of Documents Delivered to Trustee	  	 	8	  
	 Section 104.
	 	Acts of Holders; Record Dates	  	 	8	  
	 Section 105.
	 	Notices, Etc., to Trustee and Company	  	 	9	  
	 Section 106.
	 	Section 106es Notice to Holders; Waiver	  	 	10	  
	 Section 107.
	 	Conflict with Trust Indenture Act	  	 	10	  
	 Section 108.
	 	Effect of Headings and Table of Contents	  	 	10	  
	 Section 109.
	 	Successors and Assigns	  	 	10	  
	 Section 110.
	 	Separability Clause	  	 	11	  
	 Section 111.
	 	Benefits of Indenture	  	 	11	  
	 Section 112.
	 	Governing Law	  	 	11	  
	 Section 113.
	 	Legal Holidays	  	 	11	  
	
	 ARTICLE TWO

SECURITY FORMS
  
	   
   



	 Section 201.
	 	Forms Generally	  	 	11	  
	 Section 202.
	 	Form of Face of Security	  	 	12	  
	 Section 203.
	 	Form of Reverse of Security	  	 	13	  
	 Section 204.
	 	Additional Provisions Required in Book-Entry Security	  	 	17	  
	 Section 205.
	 	Form of Trustee’s Certificate of Authentication	  	 	17	  
	
	 ARTICLE THREE

THE SECURITIES
  
	   
   



	 Section 301.
	 	Amount Unlimited; Issuable in Series	  	 	18	  
	 Section 302.
	 	Denominations	  	 	21	  
	 Section 303.
	 	Execution, Authentication, Delivery and Dating	  	 	21	  
	 Section 304.
	 	Temporary Securities	  	 	23	  
	 Section 305.
	 	Registration; Registration of Transfer and Exchange	  	 	24	  
	 Section 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities	  	 	25	  
	 Section 307.
	 	Payment of Interest; Interest Rights Preserved	  	 	26	  
	 Section 308.
	 	Persons Deemed Owners	  	 	27	  
	 Section 309.
	 	Cancellation	  	 	28	  
	 Section 310.
	 	Computation of Interest	  	 	28	  
	 Section 311.
	 	CUSIP Numbers	  	 	28	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 ARTICLE FOUR

SATISFACTION AND DISCHARGE
	   
   

			
	 Section 401.
	 	Satisfaction and Discharge of Indenture	  	 	28	  
	 Section 402.
	 	Application of Trust Money	  	 	30	  
	
	 ARTICLE FIVE

REMEDIES
  
	   
   



	 Section 501.
	 	Events of Default	  	 	30	  
	 Section 502.
	 	Acceleration of Maturity; Rescission and Annulment	  	 	32	  
	 Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	33	  
	 Section 504.
	 	Trustee May File Proofs of Claim	  	 	33	  
	 Section 505.
	 	Trustee May Enforce Claims Without Possession of Securities	  	 	34	  
	 Section 506.
	 	Application of Money Collected	  	 	34	  
	 Section 507.
	 	Limitation on Suits	  	 	34	  
	 Section 508.
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	 	35	  
	 Section 509.
	 	Restoration of Rights and Remedies	  	 	35	  
	 Section 510.
	 	Rights and Remedies Cumulative	  	 	36	  
	 Section 511.
	 	Delay of Omission Not Waiver	  	 	36	  
	 Section 512.
	 	Control by Holders	  	 	36	  
	 Section 513.
	 	Waiver of Past Defaults	  	 	36	  
	 Section 514.
	 	Undertaking for Costs	  	 	37	  
	
	 ARTICLE SIX

THE TRUSTEE
  
	   
   



	 Section 601.
	 	Certain Duties and Responsibilities	  	 	37	  
	 Section 602.
	 	Notice of Defaults	  	 	37	  
	 Section 603.
	 	Certain Rights of Trustee	  	 	38	  
	 Section 604.
	 	Not Responsible for Recitals or Issuance of Securities	  	 	39	  
	 Section 605.
	 	May Hold Securities and Serve as Trustee Under Other Indentures	  	 	39	  
	 Section 606.
	 	Money Held in Trust	  	 	39	  
	 Section 607.
	 	Compensation and Reimbursement	  	 	39	  
	 Section 608.
	 	Disqualification; Conflicting Interests	  	 	40	  
	 Section 609.
	 	Corporate Trustee Required; Eligibility	  	 	40	  
	 Section 610.
	 	Resignation and Removal; Appointment of Successor	  	 	41	  
	 Section 611.
	 	Acceptance of Appointment by Successor	  	 	42	  
	 Section 612.
	 	Merger, Conversion, Consolidation or Succession to Business	  	 	44	  
	 Section 613.
	 	Preferential Collection of Claims Against Company	  	 	44	  
	 Section 614.
	 	Investment of Certain Payments Held by the Trustee	  	 	44	  
	 Section 615.
	 	Appointment of Authenticating Agent	  	 	45	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

 
	   
   



	 Section 701.
	 	Company to Furnish Trustee Names and Addresses of Holders	  	 	46	  
	 Section 702.
	 	Preservation of Information; Communications to Holders	  	 	46	  
	 Section 703.
	 	Reports by Trustee	  	 	47	  
	 Section 704.
	 	Reports by Company	  	 	47	  
	
	 ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 
	   
   



	 Section 801.
	 	Company May Consolidate, Etc., Only on Certain Terms	  	 	48	  
	 Section 802.
	 	Successor Substituted	  	 	48	  
	 Section 803.
	 	Officers’ Certificate and Opinion of Counsel	  	 	49	  
	
	 ARTICLE NINE

SUPPLEMENTAL INDENTURES
  
	   
   



	 Section 901.
	 	Supplemental Indentures Without Consent of Holders	  	 	49	  
	 Section 902.
	 	Supplemental Indentures with Consent of Holders	  	 	50	  
	 Section 903.
	 	Execution of Supplemental Indentures	  	 	51	  
	 Section 904.
	 	Effect of Supplemental Indentures	  	 	52	  
	 Section 905.
	 	Conformity with Trust Indenture Act	  	 	52	  
	 Section 906.
	 	Reference in Securities to Supplemental Indentures	  	 	52	  
	
	 ARTICLE TEN

COVENANTS
  
	   
   



	 Section 1001.
	 	Payment of Principal, Premium and Interest	  	 	52	  
	 Section 1002.
	 	Maintenance of Office or Agency	  	 	52	  
	 Section 1003.
	 	Money for Securities Payments to Be Held in Trust	  	 	53	  
	 Section 1004.
	 	Corporate Existence	  	 	54	  
	 Section 1005.
	 	Restrictions on Secured Debt	  	 	54	  
	 Section 1006.
	 	Restrictions on Sale and Leaseback Transactions	  	 	55	  
	 Section 1007.
	 	Waiver of Certain Covenants	  	 	56	  
	 Section 1008.
	 	Compliance Certificate	  	 	56	  
	
	 ARTICLE ELEVEN

REDEMPTION OF SECURITIES
  
	   
   



	 Section 1101.
	 	Applicability of Article	  	 	56	  
	 Section 1102.
	 	Election to Redeem; Notice to Trustee	  	 	57	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
		 		  	 	Page	  
	 Section 1103.
	 	Selection by Trustee of Securities to Be Redeemed	  	 	57	  
	 Section 1104.
	 	Notice of Redemption	  	 	58	  
	 Section 1105.
	 	Deposit of Redemption Price	  	 	58	  
	 Section 1106.
	 	Securities Payable on Redemption Date	  	 	58	  
	 Section 1107.
	 	Securities Redeemed in Part	  	 	59	  
			
		 	 ARTICLE TWELVE

SINKING FUNDS
  
	  			
	 Section 1201.
	 	Applicability of Article	  	 	59	  
	 Section 1202.
	 	Satisfaction of Sinking Fund Payments with Securities	  	 	59	  
	 Section 1203.
	 	Redemption of Securities for Sinking Fund	  	 	60	  
			
		 	 ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE
  
	  			
	 Section 1301.
	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	  	 	60	  
	 Section 1302.
	 	Defeasance and Discharge	  	 	60	  
	 Section 1303.
	 	Covenant Defeasance	  	 	61	  
	 Section 1304.
	 	Conditions to Defeasance or Covenant Defeasance	  	 	61	  
	 Section 1305.
	 	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	  	 	64	  
	 Section 1306.
	 	Reinstatement	  	 	64	  
	 Section 1307.
	 	Qualifying Trustee	  	 	65	  
		
		 	 ARTICLE FOURTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND

EMPLOYEES
  
	   
   

  
 

	 Section 1401.
	 	Exemption from Individual Liability	  	 	65	  

  
 NOTE: This
table of contents shall not, for any purpose, be deemed to be a part of the Indenture. 

  
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 INDENTURE, dated as of August 7, 2001, between Sabre Holdings Corporation, a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 4255 Amon Carter Boulevard, Fort Worth, Texas 76155, and SunTrust Bank, a Georgia banking corporation,
as Trustee (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture. 

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

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

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	Section 101.	Definitions. 

 For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires: 
  

	 	(1)	the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 


 

	 	(2)	all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 


 

	 	(3)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation in the United States of America; and










	 	(4)	unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and 


 

	 	(5)	the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.


 “Act”, when used with respect to any Holder, has the meaning specified in Section 104. 

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

“Attributable Debt” means, in connection with a sale and leaseback transaction involving a lease with an original term of
more than 12 months, (i) the present value of the total net amount of rent required to be paid under such lease during the remaining term of the lease (including any renewal term or period for which such lease has been extended), discounted at
the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such a rate, the weighted average interest rate per year borne by the debt securities of each series outstanding under this Indenture
compounded semi-annually, or (ii) if the obligation with respect to such sale and leaseback transaction is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with generally accepted
accounting principles, the amount equal to the capitalized amount of such obligation determined in accordance with generally accepted accounting principles and included in the financial statements of the lessee. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 615 to act on behalf of the
Trustee to authenticate Securities of one or more series. 
 “Board of Directors” means either the board of directors of
the Company or any duly authorized committee of that board. 
 “Board Resolution” means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Book-Entry Security” means a Security in the form prescribed in Section 204 evidencing all or part of a series of
Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or such nominee. 

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

  
 2 








 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time. 
 “Company” means the Person named as the “Company” in the first paragraph
of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by
its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, a Vice Chairman of the Board or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its
Secretary or an Assistant Secretary, and delivered to the Trustee. 
 “Consolidated Net Assets” means the aggregate amount
of assets, less reserves and other deductible items, after deducting current liabilities, as shown on Company’s most recent consolidated balance sheet and prepared in accordance with generally accepted accounting principles. 

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date of original execution of this Indenture is located at 25 Park Place, N.E., 24th Floor, Atlanta, Georgia 30303-2900, except
that, with respect to presentation of the Securities for payment or registration of transfers or exchanges and the location of the register, such term means the office or agency of the Trustee at which at any particular time its corporate agency
business shall be conducted. 
 “Defaulted Interest” has the meaning specified in Section 307. 

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one
or more Book-Entry Securities, the Person designated as Depositary for such series by the Company pursuant to Section 301, which Person shall be a clearing agency registered under the Securities Exchange Act of 1934; and if at any time there is
more than one such Person, “Depositary” as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series. 

“Domestic Subsidiary” means a subsidiary of the Company which owns a Principal Domestic Property and transacts substantially
all of its business or maintains substantially all of its property within the United States, excluding its territories, possessions and Puerto Rico. The term does not include any subsidiary which is engaged primarily in financing operations outside
of the United States or in leasing personal property or financing inventory, receivables or other property. 
 “Event of
Default” has the meaning specified in Section 501. 

  
 3 








 “Holder” means a Person in whose name a Security is registered in the Security
Register. 
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the forms and terms of particular series of Securities established as contemplated by
Section 301. 
 “Interest”, when used with respect to an Original Issue Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment Date”, when used with respect to
any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Maturity”, when used with
respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise. 
 “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Financial Officer, a Vice Chairman of the Board or a Vice President and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security
which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore canceled by the Trustee or delivered to the Trustee
for cancellation; 
 (ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders of such Securities; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to
Section 1104 of this Indenture or provision therefor satisfactory to the Trustee has been made; 

  
 4 








 (iii) Securities, except to the extent provided in Sections 1302 and 1303, with respect to which
the Company has effected defeasance or covenant defeasance as provided in Article Thirteen; and 
 (iv) Securities which have been paid
pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, or whether sufficient funds are available for redemption or for any other purpose, and for the purpose of making the calculations required by
Section 313 of the Trust Indenture Act, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar equivalent, determined
in the manner provided as contemplated by Section 301 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (i) above) of such Security, (iii) the principal amount of any indexed security that may be counted in making such determination or calculation and that shall be deemed to
be Outstanding for such purpose shall be equal to the principal face amount of such indexed security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) except for the purpose of
making the calculations required by Section 313 of the Trust Indenture Act, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 

“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any
Securities on behalf of the Company. 
 “Person” means any individual, corporation, partnership, joint venture, trust,
unincorporated organization or government or any agency or political subdivision thereof 
 “Place of Payment”, when used
with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Sections 301 and 1002. 

  
 5 








 “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Principal Domestic Property” means any building, structure or other facility, together with the land on which it is erected
and fixtures comprising a part of it, used primarily for information processing, research or housing hardware or software required for information processing, located in the United States, excluding its territories, possessions and Puerto Rico,
owned or leased by the Company or one of the Company’s subsidiaries and having a net book value in excess of 1% of Consolidated Net Assets, other than any such building, structure or other facility or a portion which the Company’s
principal executive officer, president and principal financial officer determine in good faith is not of material importance to the total business conducted or assets owned by the Company and its subsidiaries as an entirety. 

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

“Responsible Officer”, when used with respect to the Trustee, means any officer assigned by the Trustee to administer
corporate trust matters and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. 
 “Security Register” and “Security Registrar” have
the respective meanings specified in Section 305. 
 “Special Record Date” for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity”, when used with respect to any
Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” means any corporation, association or other business entity of which more than 50% of the outstanding Voting
Interests is owned directly or indirectly by the Company or by one or more other Subsidiaries or by the Company and one or more Subsidiaries. 

  
 6 








 “Trustee” means the Person named as the “Trustee” in the first
paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at
any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was
executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended. 
 “U.S. Government Obligations” has the meaning specified in Section 1304. 

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president”. 
 “Voting Interests” means,
with respect to any Person, any and all shares, interests, participations or other equivalents in equity of such Person, ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of
such Person. 
  

	Section 102.	Compliance Certificates and Opinions. 

 Upon any application or request by the Company
to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this
Indenture. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall
include 
  

	 	(1)	a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 


 

	 	(2)	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 


 

	 	(3)	a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has
been complied with; and 


  
 7 









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

  

	Section 103.	Form of Documents Delivered to Trustee. 

 In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

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

 

	Section 104.	Acts of Holders; Record Dates. 

  

	 	(a)	Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by their agent duly appointed in writing; and, except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section. 

  

	 	(b)	 The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take 



  
 8 









	 	
acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient. 

  

	 	(c)	The Company may fix any day as the record date for the purpose of determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or
other action, or to vote on any action, authorized or permitted to be given or taken by Holders of Securities of such series. If not set by the Company prior to the first solicitation of a Holder of Securities of such series made by any Person in
respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to
Section 701) prior to such first solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. 

  

	 	(d)	The ownership of Securities shall be proved by the Security Register. 

  

	 	(e)	Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such
Security. 

  

	Section 105.	Notices, Etc., to Trustee and Company. 

 Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  

	 	(1)	the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or 

  

	 	(2)	 the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly




  
 9 









	 	
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the Trustee by the Company, Attention: Treasurer. 

  

	Section 106.	Notice to Holders; Waiver. 

 Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
  

	Section 107.	Conflict with Trust Indenture Act. 

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

	Section 108.	Effect of Headings and Table of Contents. 

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

	Section 109.	Successors and Assigns. 

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

  
 10 









	Section 110.	Separability Clause. 

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

	Section 111.	Benefits of Indenture. 

 Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

 

	Section 112.	Governing Law. 

 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 
  

	Section 113.	Legal Holidays. 

 In any case where any Interest Payment Date, Redemption Date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date, the Redemption Date, or at the Stated Maturity or Maturity; provided, that no interest shall accrue for the intervening period. 

ARTICLE TWO 
 SECURITY FORMS 

 

	Section 201.	Forms Generally. 

 The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by, or by action taken pursuant to, a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303
for the authentication and delivery of such Securities. 

  
 11 








 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 

 

	Section 202.	Form of Face of Security. 

 [insert any legend required by the Internal Revenue Code
and the regulations thereunder.] 
 Sabre Holdings Corporation 

 

			
	No.        	 	$            

 CUSIP
NO.                     
 Sabre
Holdings Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                             or registered assigns, the principal sum of
            Dollars on             [if the Security is to bear interest prior to Maturity, insert, and to pay interest
thereon from             or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on
            and in             each year, commencing , at the rate of         % per
annum, until the principal hereof is paid or made available for payment [if applicable, insert — and (to the extent that the payment of such interest shall be legally enforceable) at the rate of
        % per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
            or             (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture]. 
 [If the Security is not to bear interest prior to Maturity, insert — The principal
of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of
        % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been
made or duly provided for. Interest on any overdue principal shall be payable on demand. [Any such interest on any overdue principal that 

  
 12 








 
is not so paid on demand shall bear interest at the rate of         % per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]] 

Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made
at the office or agency of the Company maintained for that purpose in             , 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 [if applicable, insert — ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire
instructions at least five Business Days prior to the applicable Interest Payment Date.] 
 [If the Security is payable in a foreign
currency, currency unit or composite currency insert — the appropriate provision.] 
 Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate seal. 
  

			
	Sabre Holdings Corporation
		
	By	 	  

	Title:	 	


  

	
	Attest:
	
	  

	Title:

  

	Section 203.	Form of Reverse of Security. 

 This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 7, 2001 (herein called the “Indenture”), between the Company and
SunTrust Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby


  
 13 








 
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder: of the Company, the Trustee, the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [, initially limited in aggregate principal amount to
$            ]. 
 [If applicable, insert — The Securities
of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, such 30 or 60 days, as the case may be, to be counted from the date notice is mailed, [if applicable, insert — (1) on
            in any year commencing with the year             and ending with the year
            through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after
            , 20    ,] as a whole or in part, at the election of the Company, [at Redemption Prices determined as follows:] at the following Redemption Prices (expressed
as percentages of the principal amount): [If redeemed [on or before             ,         %]: [If redeemed on or before
            , and if redeemed] during the 12-month period beginning
                    of the years indicated, 
  

							
	 Year
	 	 Redemption Price
	 	 Year Price
	 	 Redemption



and thereafter at a Redemption Price equal to     % of the principal amount,] together in the case of any such redemption [if
applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable
to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture.] 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’
notice by mail, such 30 or 60 days, as the case may be, to be counted from the date notice is mailed, (1) on         in any year commencing with         the year
            and ending with the year             through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after             ], as
a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning             of the years indicated, 
  

					
	 Year
	 	 Redemption Price For

Redemption Through
 Operation of the
Sinking Fund
	 	 Redemption Price for

Redemption Than Through
 Operation
Otherwise of the
 Sinking Fund



  
 14 








 and thereafter at a Redemption Price equal to         % of the principal
amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the
Indenture.] 
 [The sinking fund for this series provides for the redemption on         in each
year beginning with the year             and ending with the year             of [not less than
$            (“mandatory sinking fund”) and not more than] $             aggregate principal amount of Securities
of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [in the inverse
order in which they become due].] 
 [If the Securities do not have a sinking fund, then insert — the Securities do not have
the benefit of any sinking fund obligations.] 
 [If the Security is subject to redemption, insert — In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 

[If the Security is not subject to redemption, insert — The Securities of this series are not redeemable prior to Stated
Maturity.] 
 [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness
of this Security] [and/or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] 

[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of series
shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 

[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this
series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for
determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] 

  
 15 








 [If the Security is an indexed security, insert — the appropriate provision.] 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be adversely affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be adversely affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 or integral multiples thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released. 

  
 16 








 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (subject to Section 307 of the Indenture), whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws principles
thereof 
  

	Section 204.	Additional Provisions Required in Book-Entry Security. 

 Any Book-Entry Security issued
hereunder shall, in addition to the provisions contained in Sections 202 and 203 and in addition to any legend required by the Depositary, bear a legend in substantially the following form: 

“This Security is a Book-Entry Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture and 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.” 
  

	Section 205.	Form of Trustee’s Certificate of Authentication. 

 The Trustees certificate of
authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture. 
 Dated: 
  

			
	 SunTrust Bank,

    As Trustee

		
	By	 	  

		 	Authorized Signatory



  
 17 








 ARTICLE THREE 

THE SECURITIES 
  

	Section 301.	Amount Unlimited; Issuable in Series. 

 The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued from time to time in one or
more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in, or determined in the manner provided, in an Officers’
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1) and (2),
below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 

 

	 	(1)	the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 


 

	 	(2)	any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder); 

  

	 	(3)	the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest; 

  

	 	(4)	the date or dates on which the principal of and premium, if any, on the Securities of the series is payable, or method by which such date or dates shall be determined or extended; 


 

	 	(5)	the rate or rates at which the Securities of the series shall bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which such interest shall accrue or the method by
which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; 


  
 18 









	 	(6)	if other than the Corporate Trust Office of the Trustee, the place or places where the principal of and any premium and interest on Securities of the series shall be payable or where Securities of a series may be
surrendered for registration of transfer or exchange; 

  

	 	(7)	the period or periods within which, the price or prices at which, the currency or currencies, currency units or composite currencies in which and the other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company; 

  

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


  

	 	(9)	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 


 

	 	(10)	the currency, currencies, currency units or composite currencies in which the Securities of the series will be issued and/or in which payment of the principal of and any premium and interest on any Securities of the
series shall be payable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in
Section 101; 

  

	 	(11)	if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index, formula or other method, the index, formula or other method by which
such amounts shall be determined; 

  

	 	(12)	if the amount Outstanding of an indexed security for purposes of the definition of “Outstanding” is to be other than the principal face amount at original issuance, the method of determination of such amount;


  

	 	(13)	 if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof,
in one or more currencies, currency units or composite currencies other than that or those in which the Securities are stated to be payable, the currency, currencies, 



  
 19 









	 	
currency units or composite currencies in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the
periods within which and the other terms and conditions upon which such election is to be made; 

  

	 	(14)	if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the method by which such portion shall be determined; 

  

	 	(15)	if either or both of Section 1302 or 1303 does not apply to the Securities of any series; 

  

	 	(16)	whether the Securities of the series shall be issued in whole or in part in the form of one or more Book-Entry Securities and, in such case, the Depositary with respect to such Book-Entry Security or Securities and the
circumstances under which any Book-Entry Security may be registered for transfer or exchange, or authenticated and delivered, in the name of a Person other than such Depositary or its nominee, if other than as set forth in Section 305;


  

	 	(17)	the rights, if any, of a Holder to renew or extend the maturity of the Securities of the series; 

  

	 	(18)	the obligation, if any, of the Company to permit the conversion or exchange of the Securities of the series into the Company’s common stock, preferred stock or other securities, and the terms and conditions upon
which such conversion or exchange may be effected (including, without limitation, the initial conversion price or rate, the conversion period, the conversion agent, any adjustment of the applicable conversion price or rate and any requirements
relative to the reservation or such shares or securities for purposes of such conversion; 

  

	 	(19)	the terms, if any, pursuant to which the Securities of the series will be made subordinate in right of payment to senior indebtedness of the Company, and the terms of such subordination; 


 

	 	(20)	any additional, modified or different covenants or Events of Default applicable to one or more particular series of Securities; 

  

	 	(21)	whether the Securities of a series will be issued as part of units consisting of Securities and other securities of the Company or another issuer; and 


  
 20 









	 	(22)	any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)). 


All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of
any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series. 

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth, or providing the manner for determining, the terms of the
series. 
  

	Section 302.	Denominations. 

 The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof. 
  

	Section 303.	Execution, Authentication, Delivery and Dating. 

 The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. 
 Securities bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of
such Securities or did not hold such offices at the date of such Securities. 
 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver or make available for delivery such Securities; provided, however, that in the case of Securities of a series that are not to be originally issued at one time, the
Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the
Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order 

  
 21 








 
delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or forms or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 
  

	 	(a)	if the form or forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 201, that such form or forms have been established in conformity with the provisions of this
Indenture; 

  

	 	(b)	if the terms of such Securities have been, or in the case of Securities of a series that are not to be originally issued at one time, will be established by or pursuant to Board Resolution as permitted by
Section 301, that such terms have been, or in the case of Securities of a series that are not to be originally issued at one time, will be established in conformity with the provisions of this Indenture, subject, in the case of Securities of a
series that are not to be originally issued at one time, to any conditions specified in such Opinion of Counsel; and 

  

	 	(c)	that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and
to general equity principles; provided, that such Opinion of Counsel need express no opinion as to whether a court in the United States would render a money judgment in currency other than that of the United States. 


If such form or forms or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which the Trustee determines would expose it to personal liability. 

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior
to the time of authentication of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued. 
 If the Company shall establish pursuant to Section 301 that the Securities of a series are to be issued in
whole or in part in the form of one or more Book-Entry Securities, then 

  
 22 








 
the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver or make available for delivery one or
more Securities in such form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Book-Entry Security or Securities,
(ii) shall be registered in the name of the Depositary for such Book-Entry Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instruction and (iv) shall bear the legend set forth in Section 204. 
 Unless otherwise established pursuant to
Section 301, each Depositary designated pursuant to Section 301 for a Book-Entry Security must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange
Act of 1934 and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing the respective duties and
rights of such Depositary and the Trustee with regard to Book-Entry Securities. 
 Each Security shall be dated the date of its
authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture. 
  

	Section 304.	Temporary Securities. 

 Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver or make available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. 
 If temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender
of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company
shall execute and the Trustee shall authenticate and deliver or make 

  
 23 








 
available for delivery in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so
exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 

 

	Section 305.	Registration; Registration of Transfer and Exchange. 

 The Company shall cause to be
kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein provided. 
 Notwithstanding anything herein to the contrary, there
shall be only one Security Register with respect to each series of Securities. 
 Upon surrender for registration of transfer of any
Security of any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver or make available for delivery, in the name of the designated transferee
or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver or make available for delivery, the Securities which the Holder making the exchange is entitled to receive. 
 All
Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so
required by the Company, the Security Registrar or the Trustee) be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed, by the Holder thereof
or his attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304,
906 or 1107 not involving any transfer. 

  
 24 








 The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 305 for Securities registered in
the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended and the Company does not appoint a successor Depositary within 90 days after receipt by it of such notice or after it becomes aware of such
cessation, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the
Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. 

Notwithstanding any other provision in this Indenture, unless and until it is exchanged in whole or in part for Securities that are not in
the form of a Book-Entry Security, a Book-Entry Security may not be transferred or exchanged except as a whole by the Depositary with respect to such Book-Entry Security to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary. 
 None of the Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Security or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. 
  

	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities. 

 If any mutilated Security is
surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver or make available for delivery in exchange therefore a new Security of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. 

  
 25 








 In case any such mutilated, destroyed, lost or stolen Security has become or _is about to become
due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new
Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security
shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued hereunder. 
 The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  

	Section 307.	Payment of Interest; Interest Rights Preserved. 

 Except as otherwise provided as
contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency maintained for such purpose pursuant to Section 1002; provided, however, that at
the option of the Company, interest on Securities of any series that bear interest may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Security Register or (ii) by wire transfer of
immediately available federal funds to an account maintained by the Person entitled thereto as specified in the Security Register; provided, that such Person shall have given the Trustee written wire instructions at least five Business Days
prior to the applicable Interest Payment Date. 
 Any interest on any Security of any series which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
  

	 	(1)	 The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time 



  
 26 









	 	
the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 

  

	 	(2)	The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 


Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  

	Section 308.	Persons Deemed Owners. 

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

  
 27 









	Section 309.	Cancellation. 

 All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered and any Securities surrendered directly to the Trustee for any
such purpose shall be promptly canceled by the Trustee and such cancellation shall be noted conspicuously on each such Security. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order or after 90 days, if not in receipt of such Company Order, shall be disposed of in accordance with the Trustee’s
customary procedures. 
  

	Section 310.	Computation of Interest. 

 Except as otherwise specified as contemplated by
Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
  

	Section 311.	CUSIP Numbers. 

 The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” 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 Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers. 
  

ARTICLE FOUR 
 SATISFACTION AND
DISCHARGE 
  

	Section 401.	Satisfaction and Discharge of Indenture. 

 This Indenture shall upon Company Request
cease to be of further effect with respect to Securities of any series (except as to any surviving rights of registration of transfer, exchange or replacement of such Securities herein expressly provided for), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Securities, when 

  
 28 









	 	(1)	either 

  

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

  

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

  

	 	(i)	have become due and payable, or 

  

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

  

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

  

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

  

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

 Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607 and to any Authenticating Agent under Section 615 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this
Section, the obligations of the Trustee under Section 402, Article Six and the last paragraph of Section 1003 shall survive. 

  
 29 









	Section 402.	Application of Trust Money. 

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

ARTICLE FIVE 
 REMEDIES 

 

	Section 501.	Events of Default. 

 “Event of Default”, wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body, unless it is inapplicable to a particular series or is specifically deleted or modified in the Board Resolution (or action taken pursuant thereto), Officers’
Certificate or supplemental indenture under which such series of Securities is issued or has been modified in an indenture supplemental hereto): 
  

	 	(1)	default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or 


 

	 	(2)	default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 

  

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

  

	 	(4)	default in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to Securities of that series (other than a covenant or warranty a default 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 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or 


  
 30 









	 	(5)	if an event of default as defined in any indenture or instrument under which there may be issued, or by which there may be evidenced, any indebtedness for borrowed money of the Company, whether such indebtedness now
exists or shall hereafter be created, which indebtedness shall, at the time of such event of default, be publicly traded, shall happen and shall result in such indebtedness in an amount in excess of $50,000,000 becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable; and such default giving rise to the event of default shall not have been cured by the Company or waived by the requisite holders of such indebtedness under the instrument
governing the indebtedness or such acceleration shall not have been rescinded or annulled within 10 days after there has been given proper notice of acceleration by the applicable trustee or the requisite holders of such indebtedness; or


  

	 	(6)	the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of
the Company under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order for ‘relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 


 

	 	(7)	the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law
or to the commencement of any bankruptcy or insolvency case or proceeding against it or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or 


  
 31 









	 	(8)	any other Event of Default provided with respect to Securities of that series. 

 The Company
shall provide the Trustee with written notice of an Event of Default within five Business Days after such Event of Default has occurred and is continuing. 
  

	Section 502.	Acceleration of Maturity; Rescission and Annulment. 

 If an Event of Default (other than
an Event of Default described in clause 6 or 7 of Section 501) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities or indexed securities, such portion of the principal amount of such Securities
as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal mount
(or, in the case of Original Issue Discount Securities or indexed securities, such specified amount) shall become immediately due and payable. 

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if 
  

	 	(1)	the Company has paid or deposited with the Trustee a sum sufficient to pay 

  

	 	(A)	all overdue interest on all Securities of that series, 

  

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

  

	 	(C)	to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 


 

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


and 

  
 32 









	 	(2)	all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 513. 

 No such rescission shall affect any subsequent default or impair any right consequent thereon.

 If an Event of Default described in clause 6 or 7 of Section 501 occurs, the Outstanding Securities shall ipso facto become
immediately due and payable without need of any declaration or other act on the part of the Trustee or any Holder. 
  

	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee. 

 The Company covenants
that if 
  

	 	(1)	default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 


 

	 	(2)	default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee shall immediately proceed
to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  

	Section 504.	Trustee May File Proofs of Claim. 

 In case of any judicial proceeding relative to the
Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in
order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments directly to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly 

  
 33 








 
to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of a creditors’ or other similar committee. 

 

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

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

	Section 506.	Application of Money Collected. 

 Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due the
Trustee under Section 607; 
 SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest
on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and
interest, respectively; and 
 THIRD: The balance, if any, to the Company. 

 

	Section 507.	Limitation on Suits. 

 No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 

  
 34 









	 	(1)	such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 


 

	 	(2)	the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder; 

  

	 	(3)	such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 


 

	 	(4)	the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 


 

	 	(5)	no direction inconsistent with such written request has been given to the Trustee before or during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;


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

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


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

	Section 509.	Restoration of Rights and Remedies. 

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

  
 35 









	Section 510.	Rights and Remedies Cumulative. 

 Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306 and as otherwise provided in Section 507, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

 

	Section 511.	Delay of Omission Not Waiver. 

 No delay or omission of the Trustee or of any Holder of
any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  

	Section 512.	Control by Holders. 

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

	 	(1)	such direction shall not be in conflict with any rule of law or with this Indenture, 

  

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

  

	 	(3)	subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine
that the proceeding so directed would involve the Trustee in personal liability. 

  

	Section 513.	Waiver of Past Defaults. 

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

 

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


  
 36 









	 	(2)	in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 


Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
  

	Section 514.	Undertaking for Costs. 

 In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs, including
counsel fees and expenses, against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the Company, the Trustee or the Holders of more than 10% in aggregate principal amount of the Outstanding Securities of any series or to any suit instituted by any Holder
for the enforcement of the payment of the principal of or interest on any Security on or after the due date expressed in such Security. 

ARTICLE SIX 
 THE TRUSTEE 

 

	Section 601.	Certain Duties and Responsibilities. 

 The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 

 

	Section 602.	Notice of Defaults. 

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

  
 37 








 
withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or
after notice of lapse of time or both would become, an Event of Default with respect to Securities of such series. Subject to Trust Indenture Act Section 315(b), the Trustee shall not be deemed to have, or be required to take, notice of any
default or Event of Default (other than a default described in paragraph (1), (2), or (3) of Section 501) except upon (a) written notification from the Company or (b) written notification from a Holder and, in the absence of such
notice, the Trustee may conclusively presume that there is no default or Event of Default except as aforesaid. 
  

	Section 603.	Certain Rights of Trustee. 

 Subject to the provisions of Section 601: 

 

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


 

	 	(b)	any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution; 

  

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

  

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

  

	 	(e)	the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 


 

	 	(f)	 the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument
opinion, 



  
 38 









	 	
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may m ice such further
inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or
by agent or attorney; and 

  

	 	(g)	the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it hereunder. 

  

	Section 604.	Not Responsible for Recitals or Issuance of Securities. 

 The recitals contained herein
and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  

	Section 605.	May Hold Securities and Serve as Trustee Under Other Indentures. 

 The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with
the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

Subject to the provisions of Section 608, the Trustee may become and act as trustee under other indentures under which other securities,
or certificates of interest or participation in other securities, of the Company are outstanding in the same manner as if it were not Trustee. 
  

	Section 606.	Money Held in Trust. 

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

 

	Section 607.	Compensation and Reimbursement. 

 The Company agrees 

 

	 	(1)	 to pay to the Trustee from time to time such reasonable compensation as shall be agreed in writing between the Company




  
 39 









	 	
and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


  

	 	(2)	except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and


  

	 	(3)	to indemnify each of the Trustee, or any predecessor Trustee, for, and to hold it harmless against, any and all loss, liability, damage, claim or expense incurred without negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. 

 The Trustee shall have a lien prior to the Securities upon all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 

Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration
under any applicable federal or state bankruptcy, insolvency or other similar law. 
 The provisions of this Section shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. 
  

	Section 608.	Disqualification; Conflicting Interests. 

 If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. 
  

	Section 609.	Corporate Trustee Required; Eligibility. 

 There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant


  
 40 








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

	Section 610.	Resignation and Removal; Appointment of Successor. 

  

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

  

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

  

	 	(c)	The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series 

  

	 	(d)	If at any time: 

  

	 	(1)	the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or 


 

	 	(2)	the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or 


 

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


  
 41 








 then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and
appoint a successor Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  

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

  

	 	(f)	The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to
all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


  

	Section 611.	Acceptance of Appointment by Successor. 

  

	 	(a)	 In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or 



  
 42 









	 	
removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 


 

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


  
 43 









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

  

	 	(d)	No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 


 

	Section 612.	Merger, Conversion, Consolidation or Succession to Business. 

 Any corporation into
which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or banking association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or banking
association succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation or banking association shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

 

	Section 613.	Preferential Collection of Claims Against Company. 

 If and when the Trustee shall be or
become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 

 

	Section 614.	Investment of Certain Payments Held by the Trustee. 

 Any amounts held by the Trustee
hereunder, other than pursuant to Article Thirteen hereof, shall be invested by the Trustee from time to time at the written direction of the Company in such investments as may be specified by the Company and permitted by law and under the
Indenture; provided that in investing trust funds pursuant to the terms of this Section and liquidating any investments held in trust hereunder, the Trustee may, to the extent permitted by law, purchase securities (including for the purposes
of this paragraph securities as to which the Trustee or a Trustee Affiliate (as defined below) is the issuer or guarantor) from, and sell securities to, itself or any Trustee Affiliate and purchase securities underwritten by, or in which a market is
made by, the Trustee or a Trustee Affiliate. For the purposes hereof, a “Trustee Affiliate” shall mean an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Trustee. Any income or gain realized as a result of any such investment shall be promptly distributed (in no event later than the next Business Day) to the Company after any intended amounts have been paid to the Holders entitled thereto,
except after the occurrence and during the continuance of an Event of Default. The Trustee shall have no liability to the Company for any loss resulting from any 

  
 44 








 
investment made in accordance with this Section, and shall bear no expense in connection with any investment pursuant to this Section. Any such investment may be sold (without regard to maturity
date) by the Trustee whenever necessary to make any distribution required by this Indenture. Nothing herein shall require the Trustee to invest funds held by it pursuant to the last paragraph of Section 1003. 

 

	Section 615.	Appointment of Authenticating Agent. 

 The Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

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

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. 

  
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Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 

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

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

Dated:                     

 

			
	SunTrust Bank As Trustee
		
	By	 	  

		 	As Authenticating Agent
		
	By	 	  

		 	Authorized Signatory


 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  

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

 The Company will furnish or
cause to be furnished to the Trustee (a) semiannually, not later than each Interest Payment Date in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of the applicable preceding
Interest Payment Date, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list in similar form and content as of a date not more than 15 days prior to the
time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 
  

	Section 702.	Preservation of Information; Communications to Holders. 

  

	 	(a)	The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the



  
 46 









	 	
names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished. 

  

	 	(b)	The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by
the Trust Indenture Act. 

  

	 	(c)	Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 

  

	Section 703.	Reports by Trustee. 

  

	 	(a)	The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each April 30 following the date of the first issuance of Securities hereunder deliver to Holders a brief report, dated as of
such April 30, which complies with the provisions of such Section 313(a). 

  

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

  

	Section 704.	Reports by Company. 

 The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the
Commission. 

  
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 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  

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

 The Company shall not
consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: 
  

	 	(1)	the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety shall be a
corporation organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;


  

	 	(2)	immediately after giving effect to such transaction, 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; and


  

	 	(3)	the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with
this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 


This Section shall not apply to any merger or consolidation in which the Company is the surviving corporation, provided that, immediately
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. 

 

	Section 802.	Successor Substituted. 

 Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise 

  
 48 








 
every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
  

	Section 803.	Officers’ Certificate and Opinion of Counsel. 

 The Trustee, subject to the
provisions of Sections 601 and 603, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the
provisions of this Article before the Trustee shall execute any supplemental indenture required pursuant to this Article. 
 ARTICLE NINE

 SUPPLEMENTAL INDENTURES 
  

	Section 901.	Supplemental Indentures Without Consent of Holders. 

 Without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

 

	 	(1)	to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 


 

	 	(2)	to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or 

  

	 	(3)	to add any additional Events of Default with respect to all or any series of Securities; or 

  

	 	(4)	to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form or in the form of Book-Entry Securities; or 

  

	 	(5)	 to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (i) shall neither (A)



  
 49 









	 	
apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any
such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; or 

  

	 	(6)	to secure the Securities; or 

  

	 	(7)	to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 

  

	 	(8)	to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or 


 

	 	(9)	if allowed, without penalty under applicable laws and regulations, to permit payment in the United States (including any of the States thereof and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction of principal, premium, if any, or interest, if any, on Securities in bearer form or coupons, if any; or 

  

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


  

	 	(11)	to make any other change that does not adversely affect the rights of any Holder. 

  

	Section 902.	Supplemental Indentures with Consent of Holders 

 With the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities of each series adversely affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 

  
 50 









	 	(1)	change the Stated Maturity of the principal of, or any installment of principal of or premium or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of
Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or adversely affect the right of the Holder of any Security to require the Company to repurchase such Securities, or 


 

	 	(2)	reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 

  

	 	(3)	modify any of the provisions of this Section, Section 513 or Section 1007, except to increase any percentage set forth in such Sections or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references
to “the Trustee” and concomitant changes in this Section and Section 1007, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8). 


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

	Section 903.	Execution of Supplemental Indentures. 

 In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this 

  
 51 








 
Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise. 
  

	Section 904.	Effect of Supplemental Indentures. 

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

	Section 905.	Conformity with Trust Indenture Act. 

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

	Section 906.	Reference in Securities to Supplemental Indentures. 

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

COVENANTS 
  

	Section 1001.	Payment of Principal, Premium and Interest. 

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

 

	Section 1002.	Maintenance of Office or Agency. 

 The Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Trustee is hereby initially appointed Paying Agent, and the Corporate Trust Office of the Trustee is initially designated as the office or
agency for the foregoing purposes. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to


  
 52 








 
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office
or agency. 
  

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

 If the Company shall at any time
act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or
before each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will .promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 
  

	 	(1)	hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided; 

  

	 	(2)	give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that
series; and 

  

	 	(3)	at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 


  
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 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Any money deposited with the Trustee or any Paying Agent, or received by the Trustee in respect of obligations deposited with the Trustee
pursuant to Article Thirteen, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on Company Request (unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law), or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof (unless the Company has remitted required moneys or property to the appropriate governmental
authority under any applicable escheat or abandoned or unclaimed property laws, or has otherwise been discharged under such laws or laws of similar applicability, in which case such Holder shall look solely to its remedies (if any) under such laws
and not to the Company), and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in
the City of New York or mailed to Holders entitled to such notice, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company. 
  

	Section 1004.	Corporate Existence. 

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

	Section 1005.	Restrictions on Secured Debt. 

 In the event the Company or any Domestic Subsidiary
incurs, issues, assumes or guarantees any indebtedness for borrowed money represented by notes, bonds, debentures or other similar evidences of indebtedness, secured by a mortgage, pledge or other lien on any Principal Domestic Property or on any
shares of stock or debt of any Domestic Subsidiary, the Company will secure, or cause such Domestic Subsidiary to secure, the Securities equally and ratably with, or prior to, that indebtedness, so long as that indebtedness is to be secured, unless
after giving effect to it the aggregate amount of all secured indebtedness, together with all 

  
 54 








 
Attributable Debt in respect of sale and leaseback transactions involving Principal Domestic Properties, would not exceed 15% of Consolidated Net Assets. This restriction will not apply to, and
there shall be excluded in computing secured indebtedness for the purpose of this restriction, indebtedness secured by: 
  

	 	(a)	mortgages on property of, or on any shares of stock or debt of, any corporation existing at the time that corporation becomes a Domestic Subsidiary; provided that such mortgages or liens are not incurred in
anticipation of such corporation becoming a Domestic Subsidiary; 

  

	 	(b)	mortgages in favor of the Company or any Domestic Subsidiary; 

  

	 	(c)	mortgages in favor of U.S. or foreign governmental bodies to secure partial, progress, advance or other payments; 

  

	 	(d)	mortgages on property, shares of stock or debt existing at the time of acquisition, including acquisition through merger or consolidation, purchase money mortgages and construction cost mortgages existing at or incurred
within 120 days of the time of acquisition; 

  

	 	(e)	mortgages existing on the first date on which the Security is authenticated by the Trustee; 

  

	 	(f)	mortgages incurred in connection with pollution control, industrial revenue or similar financings; and 

  

	 	(g)	any extension, renewal or replacement of any debt secured by any mortgage referred to in the foregoing list, inclusive; provided that the principal amount of debt secured by such mortgage shall not be increased.


  

	Section 1006.	Restrictions on Sale and Leaseback Transactions. 

 Neither the Company nor any Domestic
Subsidiary may enter into any sale and leaseback transaction involving any Principal Domestic Property, the acquisition or completion of construction and commencement of full operation of which has occurred more than 120 days prior thereto, unless:

  

	 	(a)	the Company or the Domestic Subsidiary could incur a mortgage on the property under the restrictions described above under Section 1005 in an amount equal to the Attributable Debt with respect to the sale and
leaseback transaction without equally and ratably securing the Securities; or 

  

	 	(b)	 the Company, within 120 days after the sale or transfer by the Company or any Domestic Subsidiary, applies to the purchase of other property that
constitutes a Principal Domestic Property or the retirement of the Company’s or any Domestic Subsidiary’s funded debt, which is defined as indebtedness for borrowed money having a maturity of, or by its terms




  
 55 









	 	
extendible or renewable for, a period of more than 12 months after the date of determination of the amount, an amount equal to the greater of: 


 

	 	(1)	the net proceeds of the sale of the Principal Domestic Property sold and leased under such arrangement; or 

  

	 	(2)	the Attributable Debt with respect to such sale and leaseback transaction. 

  

	Section 1007.	Waiver of Certain Covenants. 

 The Company may omit in any particular instance to comply
with any covenant or condition set forth in Sections 1004 through 1006, inclusive, with respect to the Securities of any series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to
the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. 

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive compliance
with any covenant or condition hereunder. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to waive any such compliance, whether or not such Holders remain Holders
after such record date. 
  

	Section 1008.	Compliance Certificate. 

 The Company will furnish to the Trustee on or before
April 30 in each year a brief certificate (which need not comply with Section 102) from the principal executive, financial or accounting officer of the Company stating that in the course of the performance by the signer of his or her
duties as an officer of the Company he or she would normally have knowledge of any default or non-compliance by the Company in the performance of any covenants or conditions contained in this Indenture, stating whether or not he or she has knowledge
of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof. For purposes of this Section 1008, non-compliance or default shall be determined without
regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. 
 ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 
  

	Section 1101.	Applicability of Article. 

 Securities of any series which are redeemable in whole or in
part before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 

  
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	Section 1102.	Election to Redeem; Notice to Trustee. 

 The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution or Officers’ Certificate. In case of any redemption at the election of the Company of the Securities of any series, the Company shall, at least 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election
of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or
condition. 
  

	Section 1103.	Selection by Trustee of Securities to Be Redeemed. 

 If less than all the Securities of
any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all of the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 

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

  
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	Section 1104.	Notice of Redemption. 

 Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not, less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. 

All notices of redemption shall identify the Securities to be redeemed (including CUSIP numbers) and shall state: 

 

	 	(1)	the Redemption Date, 

  

	 	(2)	the Redemption Price, 

  

	 	(3)	in the case of partial redemption of any Securities, the principal amounts of the particular Securities to be redeemed, 

  

	 	(4)	that on the Redemption Date the Redemption Price will become due and payable upon each such Security, or portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said
date, 

  

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

  

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

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

 

	Section 1105.	Deposit of Redemption Price. 

 On or prior to the Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof which are to be redeemed on that date. 
  

	Section 1106.	Securities Payable on Redemption Date. 

 Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to
the 

  
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Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 

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

	Section 1107.	Securities Redeemed in Part. 

 Any Security which is to be redeemed only in part shall
be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver or make available for delivery to the Holder of such Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Book-Entry Security is so
surrendered, such new Security so issued shall be a new Book-Entry Security. 
 ARTICLE TWELVE 

SINKING FUNDS 
  

	Section 1201.	Applicability of Article. 

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

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

	Section 1202.	Satisfaction of Sinking Fund Payments with Securities. 

 The Company (1) may
deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with


  
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respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. 
  

	Section 1203.	Redemption of Securities for Sinking Fund. 

 Not less than 45 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and stating the basis for such credit and that
such Securities have not been previously so credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
 ARTICLE
THIRTEEN 
 DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section 1301.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. 


Unless, pursuant to Section 301, provision is made that either or both of (a) defeasance of the Securities of a series under
Section 1302 as may be specified pursuant to Section 301 with respect to any Securities, shall be applicable or (b) covenant defeasance of the Securities of a series under Section 1303 shall not apply to the Securities of a
series, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Thirteen, with such modifications thereto to the Securities of such series, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of such series, elect to have either Section 1302 (if applicable) or Section 1303 (if applicable) applied to the Outstanding Securities of such series upon compliance with the
conditions set forth below in this Article Thirteen. 
  

	Section 1302.	Defeasance and Discharge. 

 Upon the Company’s exercise of its option to have this
Section applied to any series of Securities, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series, and the provisions of Article Thirteen hereof shall cease to be
effective, on and after the date the conditions precedent set forth below 

  
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are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
the Outstanding Securities of such series which shall thereafter be deemed to be “Outstanding” only for the purposes of the Sections of this Indenture referred to in clauses (A) and (B) of this Section, and to have satisfied all
its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 1304 as more fully set forth in such Section,
payments of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and such obligations as
shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Securities of such series. Following a defeasance, payment of such Securities may not be accelerated
because of an Event of Default. 
  

	Section 1303.	Covenant Defeasance. 

 Upon the Company’s exercise of its option (if any) to have
this Section applied to any series of Securities, the Company shall be released from its obligations under Sections 801, 1005 and 1006 (and any covenant made applicable to such Securities pursuant to Section 301) and the occurrence of an event
specified in Section 501(4) (with respect to Sections 801, 1005 and 1006 or any such covenant) (and any other Event of Default applicable to such Securities that are determined pursuant to Section 301 to be subject to this provision) shall
not be deemed to be an Event of Default with respect to the Outstanding Securities of such series and the provisions of Article Thirteen hereof shall cease to be effective on and after the date the conditions set forth below are satisfied
(hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any other
thereof) in connection with Sections 801, 1005 and 1006 (and any other covenant made applicable to such Security pursuant to Section 301) and any such Events of Default, but shall continue to be deemed “Outstanding” for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such Section or such other covenant whether directly or indirectly by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of any reference in any such Section or such other covenant to any
other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Notwithstanding the defeasance by the Company of its obligations under Sections 801, 1005 and 1006, any successor
shall be required to assume the Company’s obligations under Section 607 as a condition to such succession. 
  

	Section 1304.	Conditions to Defeasance or Covenant Defeasance. 


  
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 The following shall be the conditions precedent to application of either Section 1302 or
Section 1303 to the Outstanding Securities of or within such series: 
  

	 	(1)	 The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of
Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (A) money in an amount (in such currency, currencies or currency units in which such Securities are then specified as payable at Maturity), or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof in an amount, sufficient,
without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest on the Outstanding Securities of such series on the Maturity of such principal, premium, if any, or interest and (ii) any mandatory sinking
fund payments applicable to such Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and such Securities. Before such a deposit the Company may make arrangements satisfactory to the Trustee
for the redemption of Securities at a future date or dates in accordance with Article Eleven, which shall be given effect in applying the foregoing. For this purpose, “U.S. Government Obligations” means securities that are (x) direct
obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in 



  
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respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt. 


 

	 	(2)	No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing (A) on the date of such
deposit or (B) insofar as subsections 501(5) and (6) are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference
period applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 


 

	 	(3)	Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 608 or for purposes of the Trust Indenture Act with
respect to any Securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. 


 

	 	(4)	Such defeasance or covenant defeasance shall not result in a breach or violation of or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which
it is bound. 

  

	 	(5)	In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not occurred. 

  

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


  
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	 	(7)	Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.


  

	 	(8)	The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1302
or the covenant defeasance under Section 1303 (as the case may be) have been complied with. 

  

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


Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304 in respect of the Outstanding Securities of such series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. Money so
held in trust shall not be subject to the provisions of Article Thirteen. 
 The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof. 

Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. 
  

	Section 1306.	Reinstatement. 

 If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1305 by reason of any order or judgment or any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1305; provided,
however, that if the Company makes any payment of principal of (and premium, if any) or interest on any such 

  
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Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee
or the Paying Agent. 
  

	Section 1307.	Qualifying Trustee. 

 Any trustee appointed pursuant to Section 1304 for the
purpose of holding trust funds deposited pursuant to that Section shall be appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein to the related defeasance or covenant defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 

ARTICLE FOURTEEN 
 IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES 
  

	Section 1401.	Exemption from Individual Liability. 

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

* * * * * 
 This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original but all such counterparts shall together constitute but one and the same instrument. 

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

			
	Sabre Holdings Corporation
		
	By:	 	 /s/ Jeffery M. Jackson

	Name:	 	Jeffery M. Jackson
	Title:	 	 Executive Vice President, Chief
 Financial
Officer and Treasurer




  
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	STATE OF TEXAS	  	)
		  	)
	COUNTY OF DALLAS	  	)

 On the 3rd day of August, 2001, before me personally came Jeffery M. Jackson, to me known, who, being by me
duly sworn, did depose and say that he is the Executive Vice President, Chief Financial Officer and Treasurer of Sabre Holdings Corporation, one, of the companies described in and which executed the foregoing instrument; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority of the Board of Directors of said corporation. 
  

			
	 /s/ Gwendalyn Anne Davis
	 	
	Notary Public	 	


  
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[This page intentionally blank] 







 
			
	SUNTRUST BANK
		
	By:	 	 /s/ B.A. Donaldson

	Name:	 	B.A. Donaldson
	Title:	 	Vice President










			
	STATE OF [ Georgia ]	  	)
		  	)
	COUNTY OF [ Cobb ]	  	)

 On              2001, before me, Jack
Ellerin, Notary Public, personally appeared B.A. Donaldson personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and
that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 
 WITNESS my hand and
official seal. 
  

			
	 /s/ Jack Ellerin
	 	
	Notary Public	 	


  
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