FORM OF INDENTURE



 Exhibit 4.1 
  

 BALDOR ELECTRIC COMPANY 
  

 INDENTURE 
 Dated as of ____________, 2007 
 Wells Fargo Bank, National Association, 
 as Trustee 
  








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	 ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE
	  	1
			
	 Section 1.1.
	  	 Definitions
	  	7
	 Section 1.2.
	  	 Other Definitions
	  	7
	 Section 1.3.
	  	 Incorporation by Reference of Trust Indenture Act
	  	7
	 Section 1.4.
	  	 Rules of Construction
	  	7
		
	 ARTICLE II. THE SECURITIES
	  	8
			
	 Section 2.1.
	  	 Issuable in Series
	  	8
	 Section 2.2.
	  	 Establishment of Terms of Series of Securities
	  	8
	 Section 2.3.
	  	 Execution and Authentication
	  	10
	 Section 2.4.
	  	 Registrar and Paying Agent
	  	11
	 Section 2.5.
	  	 Paying Agent to Hold Money in Trust
	  	12
	 Section 2.6.
	  	 Securityholder Lists
	  	12
	 Section 2.7.
	  	 Transfer and Exchange
	  	13
	 Section 2.8.
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	13
	 Section 2.9.
	  	 Outstanding Securities
	  	14
	 Section 2.10.
	  	 Treasury Securities
	  	14
	 Section 2.11.
	  	 Temporary Securities
	  	14
	 Section 2.12.
	  	 Cancellation
	  	15
	 Section 2.13.
	  	 Defaulted Interest
	  	15
	 Section 2.14.
	  	 Global Securities
	  	15
	 Section 2.15.
	  	 CUSIP Numbers
	  	16
		
	 ARTICLE III. REDEMPTION
	  	17
			
	 Section 3.1.
	  	 Notice to Trustee
	  	17
	 Section 3.2.
	  	 Selection of Securities to be Redeemed or Repurchased
	  	17
	 Section 3.3.
	  	 Notice of Redemption
	  	17
	 Section 3.4.
	  	 Effect of Notice of Redemption
	  	18
	 Section 3.5.
	  	 Deposit of Redemption Price
	  	18
	 Section 3.6.
	  	 Securities Redeemed in Part
	  	18
		
	 ARTICLE IV. COVENANTS
	  	18
			
	 Section 4.1.
	  	 Payment of Principal and Interest
	  	18
	 Section 4.2.
	  	 Maintenance of Office or Agency
	  	19
	 Section 4.3.
	  	 SEC Reports
	  	19
	 Section 4.4.
	  	 Compliance Certificate
	  	20
	 Section 4.5.
	  	 Taxes
	  	21
	 Section 4.6.
	  	 Stay, Extension and Usury Laws
	  	21
	 Section 4.7.
	  	 Corporate Existence
	  	21

  

 i 









					
		
	 ARTICLE V. SUCCESSORS
	  	21
			
	 Section 5.1.
	  	 Merger, Consolidation, or Sale of Assets
	  	21
	 Section 5.2.
	  	 Successor Corporation Substituted
	  	22
		
	 ARTICLE VI. DEFAULTS AND REMEDIES
	  	23
			
	 Section 6.1.
	  	 Events of Default
	  	23
	 Section 6.2.
	  	 Acceleration
	  	24
	 Section 6.3.
	  	 Other Remedies
	  	25
	 Section 6.4.
	  	 Waiver of Past Defaults
	  	25
	 Section 6.5.
	  	 Control by Majority
	  	25
	 Section 6.6.
	  	 Limitation on Suits
	  	26
	 Section 6.7.
	  	 Rights of Holders of Notes to Receive Payment
	  	26
	 Section 6.8.
	  	 Collection Suit by Trustee
	  	26
	 Section 6.9.
	  	 Trustee May File Proofs of Claim
	  	27
	 Section 6.10.
	  	 Priorities
	  	27
	 Section 6.11.
	  	 Undertaking for Costs
	  	28
		
	 ARTICLE VII. TRUSTEE
	  	28
			
	 Section 7.1.
	  	 Duties of Trustee
	  	28
	 Section 7.2.
	  	 Rights of Trustee
	  	29
	 Section 7.3.
	  	 Individual Rights of Trustee
	  	30
	 Section 7.4.
	  	 Trustee’s Disclaimer
	  	30
	 Section 7.5.
	  	 Notice of Defaults
	  	31
	 Section 7.6.
	  	 Reports by Trustee to Holders
	  	31
	 Section 7.7.
	  	 Compensation and Indemnity
	  	31
	 Section 7.8.
	  	 Replacement of Trustee
	  	32
	 Section 7.9.
	  	 Successor Trustee by Merger, etc.
	  	33
	 Section 7.10.
	  	 Eligibility; Disqualification
	  	33
	 Section 7.11.
	  	 Preferential Collection of Claims Against Company
	  	33
		
	 ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	33
			
	 Section 8.1.
	  	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	33
	 Section 8.2.
	  	 Legal Defeasance and Discharge
	  	33
	 Section 8.3.
	  	 Covenant Defeasance
	  	34
	 Section 8.4.
	  	 Conditions to Legal or Covenant Defeasance
	  	35
	 Section 8.5.
	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	36
	 Section 8.6.
	  	 Repayment to Company
	  	36
	 Section 8.7.
	  	 Reinstatement
	  	37
		
	 ARTICLE IX. AMENDMENTS AND WAIVERS
	  	37
			
	 Section 9.1.
	  	 Without Consent of Holders
	  	37
	 Section 9.2.
	  	 With Consent of Holders
	  	38
	 Section 9.3.
	  	 Limitations
	  	39
	 Section 9.4.
	  	 Compliance with Trust Indenture Act
	  	39

  

 ii 









					
	 Section 9.5.
	  	 Revocation and Effect of Consents
	  	39
	 Section 9.6.
	  	 Notation on or Exchange of Securities
	  	40
	 Section 9.7.
	  	 Trustee Protected
	  	40
		
	 ARTICLE X. SATISFACTION AND DISCHARGE
	  	40
			
	 Section 10.1.
	  	 Satisfaction and Discharge
	  	40
	 Section 10.2.
	  	 Application of Trust Money
	  	41
		
	 ARTICLE XI. MISCELLANEOUS
	  	42
			
	 Section 11.1.
	  	 Trust Indenture Act Controls
	  	42
	 Section 11.2.
	  	 Notices
	  	42
	 Section 11.3.
	  	 Communication by Holders with Other Holders
	  	43
	 Section 11.4.
	  	 Certificate and Opinion as to Conditions Precedent
	  	43
	 Section 11.5.
	  	 Statements Required in Certificate or Opinion
	  	43
	 Section 11.6.
	  	 Rules by Trustee and Agents
	  	43
	 Section 11.7.
	  	 Legal Holidays
	  	44
	 Section 11.8.
	  	 No Recourse Against Others
	  	44
	 Section 11.9.
	  	 Counterparts
	  	44
	 Section 11.10.
	  	 Governing Laws
	  	44
	 Section 11.11.
	  	 No Adverse Interpretation of Other Agreements
	  	44
	 Section 11.12.
	  	 Successors
	  	44
	 Section 11.13.
	  	 Severability
	  	44
	 Section 11.14.
	  	 Table of Contents, Headings, Etc.
	  	45
	 Section 11.15.
	  	 Securities in a Foreign Currency or in ECU
	  	45
	 Section 11.16.
	  	 Judgment Currency
	  	45
		
	 ARTICLE XII. SINKING FUNDS
	  	46
			
	 Section 12.1.
	  	 Applicability of Article
	  	46
	 Section 12.2.
	  	 Satisfaction of Sinking Fund Payments with Securities
	  	46
	 Section 12.3.
	  	 Redemption of Securities for Sinking Fund
	  	47

  

 iii 








 BALDOR ELECTRIC COMPANY 
 Reconciliation and tie between Trust Indenture Act of 1939 and 
 Indenture,
dated as of ______________________, 2007 
  

			
	 Section 310(a)(1)
	 	 7.10

	 (a)(2)
	 	 7.10

	 (a)(3)
	 	 Not Applicable

	 (a)(4)
	 	 Not Applicable

	 (a)(5)
	 	 7.10

	 (b)
	 	 7.10

	 Section 311(a)
	 	 7.11

	 (b)
	 	 7.11

	 (c)
	 	 Not Applicable

	 Section 312(a)
	 	 2.6

	 (b)
	 	 10.3

	 (c)
	 	 10.3

	 Section 313(a)
	 	 7.6

	 (b)(1)
	 	 7.6

	 (b)(2)
	 	 7.6

	 (c)(1)
	 	 7.6

	 (d)
	 	 7.6

	 Section 314(a)
	 	 4.2, 10.5

	 (b)
	 	 Not Applicable

	 (c)(1)
	 	 10.4

	 (c)(2)
	 	 10.4

	 (c)(3)
	 	 Not Applicable

	 (d)
	 	 Not Applicable

	 (e)
	 	 10.5

	 (f)
	 	 Not Applicable

	 Section 315(a)
	 	 7.1

	 (b)
	 	 7.5

	 (c)
	 	 7.1

	 (d)
	 	 7.1

	 (e)
	 	 6.14

	 Section 316(a)
	 	 2.10

	 (a)(1)(A)
	 	 6.12

	 (a)(1)(B)
	 	 6.13

	 (b)
	 	 6.8

	 Section 317(a)(1)
	 	 6.3

	 (a)(2)
	 	 6.4

	 (b)
	 	 2.5

	 Section 318(a)
	 	 11.1



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

 iv 








 Indenture dated as of ______________, 2007 between Baldor Electric Company, a Missouri corporation
(“Company”), and Wells Fargo Bank, National Association, as trustee (“Trustee”). 
 Each party agrees as follows for the
benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture. 
 ARTICLE
I. 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.1. Definitions. 
 “Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting
Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. 
 “Agent” means any Registrar, Paying Agent or Service Agent. 
 “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of
the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in
accordance with the definition of “Capital Lease Obligation.” 
 “Authorized Newspaper” means a newspaper in an official
language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice.

 “Bearer” means anyone in possession from time to time of a Bearer Security. 
 “Bearer Security” means any Security, including any interest coupon appertaining thereto, that does not provide for the identification of the
Holder thereof. 







 “Board of Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of
such board; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

 (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a similar
function. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to
have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 
 “Business Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a
particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 
 “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that
would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon
which such lease may be prepaid by the lessee without payment of a penalty. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and 
 (4) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, 
 but excluding from all of the
foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 
  

 2 








 “Company” means the party named as such above until a successor replaces it and thereafter
means the successor. 
 “Company Order” means a written order signed in the name of the Company by two Officers, one of whom must
be the Company’s principal executive officer, principal financial officer or principal accounting officer. 
 “Company
Request” means a written request signed in the name of the Company by its Chief Executive Officer, the President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business
shall be principally administered. 
 “Default” means any event that is, or with the passage of time or the giving of notice or
both would be, an Event of Default. 
 “Depository” means, with respect to the Securities of any Series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one
such Person, “Depository” as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 
 “Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.2. 
 “Dollars” and “$”means the currency of The United States of America. 
 “ECU” means the European Currency Unit as determined by the Commission of the European Union. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Foreign Currency” means any currency or currency unit issued by a government other than the government of The United States of America.

 “GAAP” means generally accepted accounting principles set forth in the statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture. 
 “Global Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to
Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or nominee. 
  

 3 








 “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America, and the payment for which the United States pledges its full faith and credit. 
 “Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial
statement conditions or otherwise). 
 “Hedging Obligations” means, with respect to any specified Person, the net obligations of
such Person under: 
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements and other agreements or arrangements with respect to interest rates; 
 (2) commodity swap agreements, commodity options agreements, forward contracts and other agreements or arrangements with respect to commodity prices; and 
 (3) foreign exchange contracts, currency swap agreements and other agreements or arrangements with respect to foreign currency exchange
rates. 
 “Holder” or “Securityholder” means a Person in whose name a Security is registered or the holder of a Bearer
Security. 
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued
expenses and trade payables), whether or not contingent: 
 (1) in respect of borrowed money; 
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

 (3) in respect of banker’s acceptances; 
 (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; 
 (5) representing the balance deferred and unpaid of the purchase price of any property or services, except an aggregate balance that
constitutes an accrued expense or trade payable, due more than six months after such property is acquired or such services are completed; 
 (6) representing any Hedging Obligations; or 
  

 4 








 (7) if and to the extent any of the preceding items (other than letters of credit,
Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (A) all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, (B) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

 “Indenture” means this Indenture as amended or supplemented from time to time and shall include the form and terms of particular
Series of Securities established as contemplated hereunder. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 
 “Maturity,” when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security
or such 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, notice of option to elect repayment or otherwise. 
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of the Indenture. 
 “Opinion of Counsel” means an opinion
from legal counsel who is reasonably acceptable to the Trustee (who may be an employee of Company) that meets the requirements of the Indenture. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 
 “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office (including any managing director, director, vice
president, assistant vice president, trust officer or corporate secretary) and also means, with respect to a particular corporate trust matter, any other officer customarily performing functions similar to those performed by the above designated
officers and also means, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject. 
  

 5 








 “SEC” means the Securities and Exchange Commission. 
 “Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this
Indenture. 
 “Series” or “Series of Securities” means each series of debentures, notes or other debt instruments of the
Company created pursuant to Sections 2.1 and 2.2 hereof. 
 “Stated Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 
 “Subsidiary” means, with respect to any specified Person: 
 (1) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and 
 (2) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended. 
 “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 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. 
 “Voting Stock” of any
Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
  

 6 








 Section 1.2. Other Definitions. 
  

			
	 TERM
	  	 DEFINED IN
 SECTION

	 “Bankruptcy Law”
	  	6.1
	 “Custodian”
	  	6.1
	 “Event of Default”
	  	6.1
	 “Journal”
	  	11.15
	 “Judgment Currency”
	  	11.16
	 “Legal Holiday”
	  	11.7
	 “mandatory sinking fund payment”
	  	12.1
	 “Market Exchange Rate”
	  	11.15
	 “New York Banking Day”
	  	11.16
	 “optional sinking fund payment”
	  	12.1
	 “Paying Agent”
	  	2.4
	 “Payment Default”
	  	6.1
	 “Registrar”
	  	2.4
	 “Required Currency”
	  	11.16
	 “Service Agent”
	  	2.4

 Section 1.3. Incorporation by Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings: 
 “Commission” means the SEC. 
 “Indenture securities” means the Securities. 
 “Indenture security holder” means a Securityholder. 
 “Indenture to be qualified” means
this Indenture. 
 “Indenture trustee” or “institutional trustee” means the Trustee. 
 “Obligor” on the indenture securities means the Company and any successor obligor upon the Securities. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and
not otherwise defined herein are used herein as so defined. 
 Section 1.4. Rules of Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined has
the meaning assigned to it in accordance with generally accepted accounting principles; 
  

 7 








 (c) references to “generally accepted accounting principles” and
“GAAP” shall mean generally accepted accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied; 
 (d) “or” is not exclusive; 
 (e) words in the singular include the plural, and in the plural include the singular; and 
 (f) provisions apply to successive events and transactions. 
 ARTICLE II. 
 THE SECURITIES 
 Section 2.1.
Issuable in Series. 
 The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is
unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate detailing the adoption of the
terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 
 Section 2.2. Establishment of Terms of Series of Securities. 
 At or prior to the issuance of any
Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through
2.2.21) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution: 
 2.2.1. the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);

 2.2.2. the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the
Series will be issued; 
 2.2.3. 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 2.7, 2.8, 2.11, 3.6 or
9.6); 
  

 8 








 2.2.4. the date or dates on which the principal of the Securities of the Series is
payable; 
 2.2.5. the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to
determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if
any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 
 2.2.6. the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the
Securities of such 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 such Series and this Indenture may be served, and the method of such payment,
if by wire transfer, mail or other means; 
 2.2.7. if applicable, the period or periods within which, the price or prices at
which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 
 2.2.8. the obligation, if any, of the Company to redeem or purchase the 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
within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 2.2.9. the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 
 2.2.10. if other than
denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 
 2.2.11. the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); 
 2.2.12. if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 
 2.2.13. the currency of
denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, including, but not limited to, the ECU, and if such currency of denomination is a composite currency other than the ECU, the agency or organization, if any,
responsible for overseeing such composite currency; 
 2.2.14. the designation of the currency, currencies or currency units
in which payment of the principal of and interest, if any, on the Securities of the Series will be made; 
  

 9 








 2.2.15. if payments of principal of or interest, if any, on the Securities of the Series
are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 
 2.2.16. the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 
 2.2.17. the provisions, if any, relating to any security or guarantee provided for the Securities of the Series, and any subordination in
right of payment, if any, of the Securities of the Series; 
 2.2.18. the terms of any right to convert or exchange Securities
of such series into any other securities or property of the Company, including common stock, preferred stock or other securities, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or
facilitate such conversion exchange; 
 2.2.19. any addition to or change in the Events of Default which applies to any
Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2; 
 2.2.20. any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series; 
 2.2.21. any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies
to such Series); and 
 2.2.22. any depositories, interest rate calculation agents, exchange rate calculation agents or other
agents with respect to Securities of such Series if other than those appointed herein. 
 All Securities of any one Series need not be issued
at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and the
authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate. 
 Section 2.3. Execution and Authentication. 
 Two Officers shall sign the Securities for the Company by manual or facsimile signature. 
 If an Officer whose signature is on a
Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. 
  

 10 








 A Security shall not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a
Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each
Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. 
 The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 
 Prior to the issuance
of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form
of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 11.4, and (c) an Opinion
of Counsel complying with Section 11.4. 
 The Trustee shall have the right to decline to authenticate and deliver any Securities of
such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of
directors and/or vice-presidents shall determine that such action would expose the Trustee to Personal liability to Holders of any then outstanding Series of Securities. 
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. 
 Section 2.4. Registrar and Paying Agent. 
 The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities
of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee
of the name and address, and any 

  

 11 








 
change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required
Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and 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 co-registrars, additional paying agents or additional service agents 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 obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 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 name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent”
includes any additional paying agent; and the term “Service Agent” includes any additional service agent. 
 The Company hereby
appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

 Section 2.5. Paying Agent to Hold Money in Trust. 
 The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all
money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of
the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all
money held by it as Paying Agent. 
 Section 2.6. Securityholder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other
times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities and the Company shall otherwise comply with TIA
Section 312(a). 
  

 12 








 Section 2.7. Transfer and Exchange. 
 Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal
principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6). 
 Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period
beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 
 Section 2.8. 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 make available for delivery in exchange therefor a new Security of the same Series and of like
tenor and principal amount and bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, 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. 
 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 

  

 13 








 
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 2.9. Outstanding
Securities. 
 Subject to Section 2.10, the Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not
outstanding. 
 If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the Company, a Subsidiary
of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and
interest on them ceases to accrue. 
 Notwithstanding Section 2.10, a Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security. 
 In determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 
 Section 2.10. Treasury Securities. 
 In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver Securities of a Series owned by the Company or an Affiliate of the Company shall be disregarded, except that for the purposes
of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that the Trustee knows are so owned shall be so disregarded. 
 Section 2.11. Temporary Securities. 
 Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but
may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the 

  

 14 








 
Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities. 
 Section 2.12. Cancellation. 
 The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar
and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation
and deliver such canceled Securities to the Company, unless the Company otherwise directs; provided that the Trustee shall not be required to destroy Securities. The Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation. 
 Section 2.13. Defaulted Interest. 
 If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any
interest payable on the defaulted interest, to the Persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least 10 days before the special record date, the
Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner. 

Section 2.14. Global Securities. 
 2.14.1. Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of
one or more Global Securities and the Depository for such Global Security or Securities. 
 2.14.2. Transfer and Exchange.
Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of
Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be
a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and
delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal
amount of the Global Security with like tenor and terms. 
 Except as provided in this Section 2.14.2, a Global Security may not be
transferred except as a whole by the Depository with respect to such Global Security to a nominee of such 

  

 15 








 
Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such a successor Depository. 
 2.14.3. Legend. Any Global Security issued hereunder shall bear a
legend in substantially the following form: 
 “This Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances
described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such a successor Depository.” 
 2.14.4. Acts of Holders. The Depository, as a
Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 
 2.14.5. Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2,
payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 
 2.14.6.
Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global
Security as shall be specified in a written statement of the Depository with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

 Section 2.15. 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 elements of identification
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  

 16 








 ARTICLE III. 
 REDEMPTION 
 Section 3.1. Notice to Trustee. 
 The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay
the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the
Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give such
notice at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 
 Section 3.2. Selection
of Securities to be Redeemed or Repurchased. 
 Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental
indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed or repurchased, the Trustee shall select the Securities of the Series to be redeemed or repurchased on a pro rata basis unless otherwise
required by law or applicable stock exchange requirements. 
 In the event of partial redemption or purchase by lot, the Trustee shall make
the selection from Securities of the Series outstanding not previously called for redemption or repurchase. The Trustee may select for redemption or repurchase portions of the principal of Securities of the Series that have denominations larger than
$2,000. Securities of the Series and portions of them it selects shall be in amounts of $2,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum
principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption or repurchase also apply to portions of Securities of that Series called for redemption or
repurchase. 
 Section 3.3. Notice of Redemption. 
 Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed and if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or hereof. 
 The notice shall identify the Securities of the Series to be redeemed and shall state: 
 (a) the redemption date; 
 (b) the redemption price; 
  

 17 








 (c) the name and address of the Paying Agent; 
 (d) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

 (e) that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;

 (f) the CUSIP number, if any; and 
 (g) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.

 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense. 

Section 3.4. Effect of Notice of Redemption. 
 Once notice of redemption is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of
redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date; provided that 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 at the close of business on the relevant record date therefor according to their terms and the terms of this Indenture.

 Section 3.5. Deposit of Redemption Price. 
 On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.

 Section 3.6. Securities Redeemed in Part. 
 Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the
Security surrendered. 
 ARTICLE IV. 
 COVENANTS 
 Section 4.1. Payment of Principal and Interest. 
 The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will pay or cause to be paid the principal of,
premium, if any, and interest on, the Securities of that Series on the dates and in the manner provided in such Securities. Principal, premium, if any, and interest on any Series of Securities will be considered paid on the 

  

 18 








 
date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
 Section 4.2. Maintenance of Office or Agency. 
 The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee for such Securities or an affiliate of such Trustee, Registrar for such Securities or
co-registrar) where such Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of such Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee for such Securities of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish such Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of such Trustee. 
 The Company may also from time to time designate one or more other offices or agencies where Holders of a Series of Securities 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 will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt
written notice to the Trustee for such Series of Securities of any such designation or rescission and of any change in the location of any such other office or agency. 
 With respect to each Series of Securities, the Company hereby designates the Corporate Trust Office of the Trustee for such Securities as one such office or agency of the Company in accordance with Section 2.4
hereof. 
 Section 4.3. SEC Reports. 
 (a) Whether or not required by the SEC’s rules and regulations, so long as any Series of Securities are outstanding, the Company will furnish to the Holders of such Securities or cause the Trustee with respect to
such Series of Securities to furnish to the Holders of such Securities, within one business day of the time periods (including any extensions thereof) specified in the SEC’s rules and regulations: 
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required
to file reports; and 
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company
were required to file such reports. 
 All such reports will be prepared in all material respects in accordance with all of
the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s 

  

 19 








 
independent registered public accounting firm. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and
(2) above with the SEC for public availability within one business day of the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post such reports on the
Company’s website within such time periods. To the extent such filings are made, the reports will be deemed to be furnished to the Trustee and Holders. 
 If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will
nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC
not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within one business day of
the time periods that would apply if the Company were required to file those reports with the SEC. 
 (b) If the Company has
designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include the information required with respect to such Subsidiaries by Rule 3-10 of
Regulations S-X promulgated by the SEC (or any successor provision). 
 (c) For so long as any Series of Securities remain
outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.3, the Company and any guarantors of such Securities will furnish to the Holders of such
Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 Section 4.4. Compliance Certificate. 
 (a) The Company and each guarantor of any Series of Securities (to the extent that such guarantor is so required under the TIA) shall deliver to the Trustee with respect to such Series, within 90 days after the end of
each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred,
describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect
thereto. 
  

 20 








 (b) So long as any of Series of Securities are outstanding, the Company will deliver to
the Trustee with respect to such Series, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto. 
 Section 4.5. Taxes. 
 The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate
proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of such Securities. 
 Section 4.6. Stay, Extension and Usury Laws. 
 The Company covenants and agrees (to the extent that it may lawfully do so),
that it will not, and each guarantor of such Securities will not, at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Indenture; and the Company and each of such guarantors (to the extent that it may lawfully do so), as applicable, hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee for such Securities, but will suffer and permit the execution of every such power as though no such law has
been enacted. 
 Section 4.7. Corporate Existence. 
 Subject to Article V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect: 
 (1) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and 
 (2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of such Securities. 
 ARTICLE V. 
 SUCCESSORS 
 Section 5.1. Merger,
Consolidation, or Sale of Assets. 
 The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it
shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, 

  

 21 








 
convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more
related transactions, to another Person, unless: 
 (1) either: 
 (A) the Company is the surviving corporation; or 
 (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that
if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will
not have any material assets or operations shall become a co-issuer of the notes pursuant to a supplemental indenture duly executed by the trustee; 
 (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the
obligations of the Company under such Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee for such Securities; and 
 (3) immediately after such transaction, no Default or Event of Default exists. 
 In addition, the Company
will not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.1 will not apply to: 
 (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a
direct holding company of the Company; or 
 (2) any sale, transfer, assignment, conveyance, lease or other disposition of
assets between or among the Company and its Subsidiaries, including by way of merger or consolidation. 
 Section 5.2. Successor
Corporation Substituted. 
 Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or
substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.1 hereof, the successor Person formed by such consolidation or into or with which the Company
is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, conveyance or other
disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may 

  

 22 








 
exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on any Series of Securities except in the case of a sale of all of the Company’s assets in a transaction that is
subject to, and that complies with the provisions of, Section 5.1 hereof. 
 ARTICLE VI. 
 DEFAULTS AND REMEDIES 
 Section 6.1.
Events of Default. 
 “Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the
following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 
 (a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default
for a period of 30 days; or 
 (b) default in payment when due (at maturity, upon acceleration, redemption or otherwise) of
the principal of, or premium, if any, on any Security of that Series; or 
 (c) default in the deposit of any sinking fund
payment, when and as due in respect of any Security of that Series; or 
 (d) default in the performance or breach of any
covenant or warranty of the Company in this Indenture (other than a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured for a period of
30 days after written notice given by the Trustees for such Securities or Holders of such Securities; or 
 (e) default under
any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default: 
 (i) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a
“Payment Default”); or 
 (ii) results in the acceleration of such Indebtedness prior to its express maturity, and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or
more; 
 (f) failure by the Company or any of its Subsidiaries to pay final judgments entered by a court or courts of
competent jurisdiction aggregating in excess of $20.0 million 

  

 23 








 
(net of any insurance or similar payments received in respect thereof or, if such judgment or decree is covered by insurance, net of any coverage amounts),
which judgments are not paid, discharged or stayed for a period of 60 days following the entry such judgment; 
 (g) the
Company pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case, 
 (ii) consents to the entry of an order for relief against it in an involuntary case, 
 (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, 
 (iv) makes a general assignment for the benefit of its creditors, or 
 (v) generally is unable to pay its debts as the same become due; or 
 (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company in an involuntary case, 
 (ii) appoints a Custodian of the Company or for all or substantially all of its property, or 
 (iii) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or 
 (i) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18. 
 The term “Bankruptcy
Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 Section 6.2. Acceleration. 
 If an
Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(g) or (h)) 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 Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such
Securities) of and accrued and unpaid interest, if any, on 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 amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If 

  

 24 








 
an Event of Default specified in Section 6.1(g) or (h) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest,
if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 At any time after such a declaration of acceleration with respect to any Series has been made, 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 the rescission would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. 
 No such rescission shall affect any subsequent Default or impair any right consequent thereon. 
 Section 6.3. Other Remedies.

 If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if any, and interest on such Securities or to enforce the performance of any provision of such Securities or this Indenture. 
 The Trustee for such Securities may maintain a proceeding even if it does not possess any of such Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of Securities in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.
All remedies are cumulative to the extent permitted by law. 
 Section 6.4. Waiver of Past Defaults. 
 Holders of not less than a majority in aggregate principal amount of the then outstanding Securities of any Series by notice to the Trustee for such
Securities may on behalf of the Holders of all of such Securities waive an existing Default or Event of Default with respect to such Securities and its consequences hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, such Securities (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities of any Series may
rescind an acceleration of such Securities and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section 6.5. Control by Majority. 
 Holders of a majority in aggregate principal amount of the then
outstanding Securities of any Series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee for such Securities or exercising any trust or power 

  

 25 








 
conferred on it. However, the Trustee for any Series of Securities may refuse to follow any direction that conflicts with law or this Indenture that such
Trustee determines may be unduly prejudicial to the rights of other Holders of such Securities or that may involve the Trustee in personal liability. 
 Section 6.6. Limitation on Suits. 
 A Holder of any Series of Securities may pursue a remedy with
respect to this Indenture or such Securities only if: 
 (1) such Holder gives to the Trustee for such Securities written
notice that an Event of Default is continuing; 
 (2) Holders of at least 25% in aggregate principal amount of the then
outstanding Securities of such Series make a written request to the Trustee for such Securities to pursue the remedy; 
 (3)
such Holder or Holders offer and, if requested, provide to the Trustee for such Securities security or indemnity reasonably satisfactory to such Trustee against any loss, liability or expense; 
 (4) such Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Securities of
such Series do not give such Trustee a direction inconsistent with such request. 
 A Holder of any Series of Securities may not use this
Indenture to prejudice the rights of another Holder of such Series of Securities or to obtain a preference or priority over another Holder of a Securities of such Series. 
 Section 6.7. Rights of Holders of Notes to Receive Payment. 
 Notwithstanding any other provision of
this Indenture, the right of any Holder of a Security of any Series to receive payment of principal, premium, if any, and interest on such Securities, on or after the respective due dates expressed in such Securities (including, if applicable, in
connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.8. Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.1(a), (b) or (c) hereof with respect to Securities of any Series occurs and is continuing, the Trustee for such Securities is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on, such Securities and interest on overdue principal and, to the extent lawful, interest and such further amount as


  

 26 








 
shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel. 
 Section 6.9. Trustee May File Proofs of Claim. 
 The Trustee for each Series of Securities is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in
order to have the claims of such Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel) and the Holders of the Securities for which it acts as trustee allowed in
any judicial proceedings relative to the Company (or any other obligor upon such Securities), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of such Securities to make such payments to such Trustee, and in the event that such Trustee shall consent to the making of such payments directly
to such Holders, to pay to such Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of such Trustee, its agents and counsel, and any other amounts due such Trustee under the Indenture. To the extent
that the payment of any such compensation, expenses, disbursements and advances of such Trustee, its agents and counsel, and any other amounts due such Trustee out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that such Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize such Trustee to authorize or consent to or accept or adopt on behalf of any Holder for which it acts as trustee any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of such Holder, or to authorize such Trustee to vote in respect of the claim of any such Holder in any such proceeding. 
 Section 6.10. Priorities. 
 If the
Trustee of any Series of Securities collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 First: to the Trustee, its agents and attorneys for amounts due under the Indenture, including payment of all reasonable compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of
collection; 
 Second: to Holders of such Securities for amounts due and unpaid on such Securities for principal, premium, if any, and
interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any and interest, respectively; and 
 Third: to the Company or to such party as a court of competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10. 
  

 27 








 Section 6.11. Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against any Trustee for any action taken or omitted by it as a
trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Security pursuant to
Section 6.7 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Securities of any Series. 
 ARTICLE VII. 
 TRUSTEE 
 Section 7.1. Duties of Trustee. 
 (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 
 (ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of
Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this
Indenture. 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to
act or its own willful misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph (b) of this
Section. 
 (ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless
it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (iii) The Trustee shall not be liable with
respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series
relating to the time, method and place of conducting any proceeding for 

  

 28 








 
any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
Series. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a),
(b) and (c) of this Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or power at the
request or direction of any Holder unless it receives indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 (g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any
financial liability in the performance of any of its duties, 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 is not reasonably
assured to it. 
 (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections,
immunities and standard of care as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee. 
 Section 7.2. Rights of Trustee. 
 (a) The Trustee may conclusively rely on and shall be fully protected in
acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’ Certificate. 
 (c) The Trustee may act
through agents, attorneys, custodians or nominees and shall not be responsible for the misconduct or negligence of any agent, attorney, custodian or nominee appointed with due care. No Depository shall be deemed an agent, attorney, custodian or
nominee of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. 
 (d) The Trustee
shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or bad faith. 
 (e) The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. 
  

 29 








 (f) 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 of Securities 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. 
 (g) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. 
 (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit. 
 (i) The Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the
Securities generally or the Securities of a particular Series and this Indenture. 
 (j) In no event shall the Trustee be
liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or failure to provide
timely written direction. 
 Section 7.3. Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate
of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. 
 Section 7.4. Trustee’s Disclaimer. 
 The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication. 
  

 30 








 Section 7.5. Notice of Defaults. 
 If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after
it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the
Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of that Series. 
 Section 7.6. Reports by Trustee to Holders. 
 Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA Section 313. 
 A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when
Securities of any Series are listed on any stock exchange. 
 Section 7.7. Compensation and Indemnity. 
 The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time agree upon in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. 
 The Company shall indemnify each of the
Trustee and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set
forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 
 The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee 

  

 31 








 
through negligence or bad faith. To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of
any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(g) or (h) occurs, the expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law. 
 The provisions of this Section shall survive the termination of this Indenture.

 Section 7.8. Replacement of Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 
 The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to
Securities of one or more Series if: 
 (a) the Trustee fails to comply with Section 7.10; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 
 (c) a Custodian or public officer takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in 

  

 32 








 
Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series and, if any Bearer
Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for
the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to such replacement. 
 Section 7.9.
Successor Trustee by Merger, etc. 
 If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10. Eligibility; Disqualification. 
 This Indenture shall always have a Trustee who satisfies the requirements of
TIA Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b). 
 Section 7.11. Preferential Collection of Claims Against Company. 
 The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or
been removed shall be subject to TIA Section 311(a) to the extent indicated. 
 ARTICLE VIII. 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance. 
 The Company may at any time, at the option of its
Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Securities of any Series upon compliance with the conditions set forth below
in this Article 8. 
 Section 8.2. Legal Defeasance and Discharge. 
 Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company and each guarantor, if any,
of such Securities will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from its or their obligations with respect to all outstanding Securities of such Series (including the
related guarantees, if any) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and such guarantors, if any, will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities of such Series (including the related guarantees, if 

  

 33 








 
any), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all its or their other obligations under such Securities, such guarantees, if any, and this Indenture (and the Trustee for such Securities, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 
 (1) the rights of Holders of outstanding Securities of such Series to receive payments in respect of the principal of, or interest or
premium, if any, on, such Securities when such payments are due from the trust referred to in Section 8.4 hereof; 
 (2)
the Company’s obligations with respect to such Securities under Article 2 and Section 4.2 hereof; 
 (3) the
rights, powers, trusts, duties and immunities of the Trustee for such Securities hereunder and the Company’s and the guarantors’, if any, obligations in connection therewith; and 
 (4) this Article 8. 
 Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof. 
 Section 8.3. Covenant Defeasance. 
 Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, the Company and each of the guarantors, if any, will, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be released from each of their or its obligations under the covenants specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18, with respect to
the outstanding Securities of the applicable Series on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and such Securities will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of such Securities (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Securities
of such Series, the Company may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture and such Securities will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(d) through (f) hereof will not constitute Events of Default. 
  

 34 








 Section 8.4. Conditions to Legal or Covenant Defeasance. 
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3 hereof with respect to Securities of any Series:

 (1) the Company must irrevocably deposit with the Trustee for such Securities, in trust, for the benefit of the Holders of
such Securities, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public
accountants, to pay the principal of, premium, if any, and interest on, the outstanding Securities of such Series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether
such Securities are being defeased to such stated date for payment or to a particular redemption date; 
 (2) in the case of
an election under Section 8.2 hereof, the Company must deliver to the Trustee for such Securities an Opinion of Counsel confirming that: 
 (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or 
 (B) 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 of Counsel 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 Legal 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 Legal Defeasance had not occurred; 
 (3) in the case of an election under Section 8.3 hereof, the Company must deliver to the Trustee for such Securities an Opinion of
Counsel confirming that the Holders of such Securities 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; 
 (4) no Default or Event of
Default with respect to such Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result
in a breach or violation of, or constitute a default under, any other instrument to which the Company or any guarantor, if any, is a party or by which the Company or any guarantor, if any, is bound; 
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  

 35 








 (6) the Company must deliver to the Trustee for such Securities an Officers’
Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Securities over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of
the Company or others; and 
 (7) the Company must deliver to the Trustee for such Securities an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
 Section 8.5. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with a Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the
“Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Securities of any Series will be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Company will pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities of the applicable Series. 
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in
Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1)
hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.6. Repayment to Company. 
 Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Series of Securities and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holders of such Securities will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will 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 

  

 36 








 
cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a
date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 8.7. Reinstatement. 
 If the
Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s and any applicable guarantors’ obligations under this Indenture and the applicable Securities and the guarantees will be revived and reinstated as though
no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on, any such Securities following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent. 
 ARTICLE IX. 
 AMENDMENTS AND WAIVERS 
 Section 9.1. Without Consent of Holders.

 Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series without the consent of any Securityholder: 
 (a) to cure any ambiguity, defect or
inconsistency; 
 (b) to provide for uncertificated Securities in addition to or in place of certificated Securities;

 (c) to provide for the assumption of the Company’s obligations to the Holders of the Securities by a successor to the
Company pursuant to Article 5 hereof; 
 (d) to make any change that would provide any additional rights or benefits to
the Holders of Securities or that does not adversely affect the legal rights hereunder of any Securityholder; 
 (e) to comply
with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 
 (f) to
provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; 
 (g) to allow any guarantor of Securities of any Series to execute a supplemental indenture and/or a guarantee with respect to the Securities; or 
  

 37 








 (h) 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.

 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee will join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise. 
 Section 9.2. With Consent of Holders. 
 The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of
the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.4, the Holders
of at least a majority in principal amount of the outstanding Securities of each Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance
by the Company with any provision of this Indenture or the Securities with respect to such Series. Section 2.9 hereof shall determine which Securities are considered to be “outstanding” for purposes of this Section 9.2. 
 It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any proposed
supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the
Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 
 After a
supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized
Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture or waiver. 
  

 38 








 Section 9.3. Limitations. 
 Without the consent of each Securityholder affected, an amendment or waiver may not (with respect to any Securities held by a non-consenting Holder):

 (a) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

(b) reduce the principal of or change the fixed maturity of any Security or alter or waive any of the provisions with respect to the
redemption of the Securities (except as specifically set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2); 
 (c) reduce the rate of or change the time for payment of interest, including default interest, on any Security; 
 (d) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Securities (except a
rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities and a waiver of the payment default that resulted from such acceleration); 
 (e) make any Security payable in money other than that stated in the Securities; 
 (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to
receive payment of principal of, or interest or premium on, the Securities; 
 (g) waive a redemption payment with respect to
any Security or change any of the provisions with respect to the redemption of any Securities, except as specifically set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to
Section 2.2; 
 (h) release any guarantor from any of its obligations under its guarantee or this Indenture, except in
accordance with the terms of this Indenture; or 
 (i) make any change in the preceding amendment and waiver provisions.

 Section 9.4. Compliance with Trust Indenture Act. 
 Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. 
 Section 9.5. Revocation and Effect of Consents. 
 Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or 

  

 39 








 
portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.
However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. 
 Any amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of the type
described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security. 
 Section 9.6. Notation on or Exchange of Securities. 

The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in
exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 
 Section 9.7. Trustee Protected. 
 In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) 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 shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that
adversely affects its rights. 
 ARTICLE X. 
 SATISFACTION AND DISCHARGE 
 Section 10.1. Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of further effect as to a Series of Securities issued hereunder, when: 
 (a) either: 
 (i) all such Securities that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the
Company, have been delivered to the Trustee for cancellation; or 
 (ii) all such Securities that have not been delivered to
the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any applicable guarantor has irrevocably deposited or caused
to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Securities, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without


  

 40 








 
consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such Securities not delivered to the Trustee for cancellation
for principal, premium, if any, and accrued interest to the date of maturity or redemption; 
 (b) no Default or Event of
Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any guarantor, as applicable, of such Securities is a party or by which the Company or any such guarantor, as applicable, is bound; 
 (c) the Company or any guarantor of such Securities has paid or caused to be paid all sums payable by it under this Indenture; and

 (d) the Company has delivered irrevocable instructions to the Trustee for such Securities under this Indenture to apply the
deposited money toward the payment of such Securities at maturity or on the redemption date, as the case may be. 
 In addition, the Company
must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee for such Securities stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of this
Section 10.1, the provisions of Sections 10.2 and 8.6 hereof will survive. In addition, nothing in this Section 10.1 will be deemed to discharge those provisions of Section 7.7 hereof, that, by their terms, survive the satisfaction
and discharge of this Indenture. 
 Section 10.2. Application of Trust Money. 
 Subject to the provisions of Section 8.6 hereof, all money deposited with a Trustee pursuant to Section 10.1 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Securities with respect to which such deposit was made and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
such Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with such Trustee; but such money need not be segregated from other funds except to the
extent required by law. 
 If such Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with
Section 10.1 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any applicable
guarantor’s obligations under this Indenture and the applicable Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.1 hereof; provided that if the Company has made any payment of principal
of, premium, if any, or interest on, any Securities because of 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 or Government Securities held
by the Trustee or Paying Agent. 
  

 41 








 ARTICLE XI. 
 MISCELLANEOUS 
 Section 11.1. Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by
the TIA, such required or deemed provision shall control. 
 Section 11.2. Notices. 
 Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and
delivered in Person or mailed by first-class mail: 
 if to the Company: 
 Baldor Electric Company 
 5711 R. S. Boreham,
Jr. St. 
 Fort Smith, Arkansas 72901 
 Attn: Ron Tucker 
 President, Chief Financial Officer and Secretary 
 Facsimile: 479-648-5752 
 if to the Trustee:

 Wells Fargo Corporate Trust 
 Attn: Corbin Connell 
 6th & Marquette 
 N9303-110 
 Minneapolis, MN 55479 
 Telephone: 612-667-4076 
 Facsimile:
612-667-2160 
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or
communications. 
 Any notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register
kept by the Registrar and, if any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect
to other Securityholders of that or any other Series. 
 If a notice or communication is mailed or published in the manner provided above,
within the time prescribed, it is duly given, whether or not the Securityholder receives it. 
  

 42 








 If the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee
and each Agent at the same time. 
 Section 11.3. Communication by Holders with Other Holders. 
 Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 
 Section 11.4. Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with. 
 Section 11.5. Statements Required in Certificate or
Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than
a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he 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 
 (d) a statement as
to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 
 Section 11.6. Rules by Trustee and
Agents. 
 The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make
reasonable rules and set reasonable requirements for its functions. 
  

 43 








 Section 11.7. Legal Holidays. 
 Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for a particular Series, a “Legal
Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. 
 Section 11.8. No Recourse Against Others. 
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities. 
 Section 11.9. Counterparts. 
 This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 Section 11.10. Governing Laws.

 THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE SECURITIES AND ANY GUARANTEES OF THE
SECURITIES. 
 Section 11.11. No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture. 
 Section 11.12. Successors. 
 All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor. 
 Section 11.13. Severability. 
 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. 
  

 44 








 Section 11.14. Table of Contents, Headings, Etc. 
 The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section
11.15. Securities in a Foreign Currency or in ECU. 
 Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or
an Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than
Dollars (including ECUs), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York;
provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union (such publication
or any successor publication, the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of
the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of exchange from one or more major banks in The City
of New York or in the country of issue of the currency in question or, in the case of ECUs, in Luxembourg or such other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon consultation with the Company, shall deem appropriate.
The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the
terms of this Indenture. 
 All decisions and determinations of the Trustee regarding the Market Exchange Rate or any alternative
determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Company and all
Holders. 
 Section 11.16. Judgment Currency. 
 The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of
the principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency 

  

 45 








 
with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, the rate of
exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final
unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be
payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full
amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day
except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 
 ARTICLE XII. 
 SINKING FUNDS 
 Section 12.1. Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this
Indenture. 
 The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to
as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such 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 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities
of such Series. 
 Section 12.2. Satisfaction of Sinking Fund Payments with Securities. 
 The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit
Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such
Securities shall be received by the Trustee, together with 

  

 46 








 
an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities
for redemption, and shall be credited for such purpose by the Trustee at the 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. If as a
result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 12.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000,
the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking
fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by
the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 
 Section 12.3. Redemption of Securities for Sinking Fund. 
 Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture or Officers’ Certificate in respect of a particular Series of Securities) 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 mandatory 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 of Securities of that Series pursuant to Section 12.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. 
 Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 
  

 47 








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

			
	Baldor Electric Company
		
	By:	 	  
		 	Name:
		 	Its:
	
	Wells Fargo Bank, National Association
		
	By:	 	  
		 	Name:
		 	Its:


  

 48