EX-4.1



 Exhibit 4.1 

Form of Indenture 

NAVIOS MARITIME PARTNERS L.P. 

ISSUER 
 and 

 
 INDENTURE TRUSTEE 

INDENTURE 
 Dated as of
                    , 20     







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
		
	Section 1.01 Definitions	  	 	1	  
	Section 1.02 Other Definitions	  	 	4	  
	Section 1.03 Incorporation by Reference of Trust Indenture Act	  	 	4	  
	Section 1.04 Rules of Construction	  	 	4	  
		
	ARTICLE II THE SECURITIES	  	 	5	  
		
	Section 2.01 Issuable in Series	  	 	5	  
	Section 2.02 Establishment of Terms of Series of Securities	  	 	5	  
	Section 2.03 Execution and Authentication	  	 	6	  
	Section 2.04 Registrar and Paying Agent	  	 	6	  
	Section 2.05 Paying Agent to Hold Money in Trust	  	 	7	  
	Section 2.06 Holder Lists	  	 	7	  
	Section 2.07 Transfer and Exchange	  	 	7	  
	Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities	  	 	7	  
	Section 2.09 Outstanding Securities	  	 	8	  
	Section 2.10 Treasury Securities	  	 	8	  
	Section 2.11 Temporary Securities	  	 	8	  
	Section 2.12 Cancellation	  	 	8	  
	Section 2.13 Defaulted Interest	  	 	8	  
	Section 2.14 Global Securities	  	 	8	  
	Section 2.15 CUSIP Numbers	  	 	9	  
		
	ARTICLE III REDEMPTION	  	 	9	  
		
	Section 3.01 Notice to Trustee	  	 	9	  
	Section 3.02 Selection of Securities to be Redeemed	  	 	9	  
	Section 3.03 Notice of Redemption	  	 	10	  
	Section 3.04 Effect of Notice of Redemption	  	 	10	  
	Section 3.05 Deposit of Redemption Price	  	 	10	  
	Section 3.06 Securities Redeemed in Part	  	 	10	  
		
	ARTICLE IV COVENANTS	  	 	10	  
		
	Section 4.01 Payment of Principal and Interest	  	 	10	  
	Section 4.02 Commission Reports	  	 	10	  
	Section 4.03 Compliance Certificate	  	 	10	  
	Section 4.04 Stay, Extension and Usury Laws	  	 	11	  
		
	ARTICLE V SUCCESSORS	  	 	11	  
		
	Section 5.01 When Company May Merge, Etc	  	 	11	  
	Section 5.02 Successor Entity Substituted	  	 	11	  
		
	ARTICLE VI DEFAULTS AND REMEDIES	  	 	11	  
		
	Section 6.01 Events of Default	  	 	11	  
	Section 6.02 Acceleration of Maturity; Rescission and Annulment	  	 	12	  
	Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	12	  
	Section 6.04 Trustee May File Proofs of Claim	  	 	12	  
	Section 6.05 Trustee May Enforce Claims Without Possession of Securities	  	 	13	  
	Section 6.06 Application of Money Collected	  	 	13	  
	Section 6.07 Limitation on Suits	  	 	13	  
	Section 6.08 Unconditional Right of Holders to Receive Principal and Interest	  	 	13	  
	Section 6.09 Restoration of Rights and Remedies	  	 	14	  
	Section 6.10 Rights and Remedies Cumulative	  	 	14	  
	Section 6.11 Delay or Omission Not Waiver	  	 	14	  
	Section 6.12 Control by Holders	  	 	14	  
	Section 6.13 Waiver of Past Defaults	  	 	14	  
	Section 6.14 Undertaking for Costs	  	 	14	  


  
 i 









					
	 	  	Page	 
	ARTICLE VII TRUSTEE	  	 	15	  
		
	Section 7.01 Duties of Trustee	  	 	15	  
	Section 7.02 Rights of Trustee	  	 	15	  
	Section 7.03 Individual Rights of Trustee	  	 	16	  
	Section 7.04 Trustee’s Disclaimer	  	 	16	  
	Section 7.05 Notice of Defaults	  	 	16	  
	Section 7.06 Reports by Trustee to Holders	  	 	16	  
	Section 7.07 Compensation and Indemnity	  	 	16	  
	Section 7.08 Replacement of Trustee	  	 	17	  
	Section 7.09 Successor Trustee by Merger, etc.	  	 	17	  
	Section 7.10 Eligibility; Disqualification	  	 	17	  
	Section 7.11 Preferential Collection of Claims Against Company	  	 	17	  
		
	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	  	 	17	  
		
	Section 8.01 Satisfaction and Discharge of Indenture	  	 	17	  
	Section 8.02 Application of Trust Funds; Indemnification	  	 	18	  
	Section 8.03 Legal Defeasance of Securities of any Series	  	 	18	  
	Section 8.04 Covenant Defeasance	  	 	19	  
	Section 8.05 Repayment to Company	  	 	20	  
	Section 8.06 Reinstatement	  	 	20	  
		
	ARTICLE IX AMENDMENTS AND WAIVERS	  	 	20	  
		
	Section 9.01 Without Consent of Holders	  	 	20	  
	Section 9.02 With Consent of Holders	  	 	21	  
	Section 9.03 Limitations	  	 	21	  
	Section 9.04 Compliance with Trust Indenture Act	  	 	21	  
	Section 9.05 Revocation and Effect of Consents	  	 	21	  
	Section 9.06 Notation on or Exchange of Securities	  	 	22	  
	Section 9.07 Trustee Protected	  	 	22	  
		
	ARTICLE X MISCELLANEOUS	  	 	22	  
		
	Section 10.01 Trust Indenture Act Controls	  	 	22	  
	Section 10.02 Notices	  	 	22	  
	Section 10.03 Communication by Holders with Other Holders	  	 	22	  
	Section 10.04 Certificate and Opinion as to Conditions Precedent	  	 	22	  
	Section 10.05 Statements Required in Certificate or Opinion	  	 	23	  
	Section 10.06 Rules by Trustee and Agents	  	 	23	  
	Section 10.07 Legal Holidays	  	 	23	  
	Section 10.08 No Recourse Against Others	  	 	23	  
	Section 10.09 Counterparts	  	 	23	  
	Section 10.10 Governing Laws	  	 	23	  
	Section 10.11 No Adverse Interpretation of Other Agreements	  	 	23	  
	Section 10.12 Successors	  	 	23	  
	Section 10.13 Severability	  	 	23	  
	Section 10.14 Table of Contents, Headings, Etc	  	 	23	  
	Section 10.15 Securities in a Foreign Currency	  	 	23	  
	Section 10.16 Judgment Currency	  	 	24	  
		
	ARTICLE XI SINKING FUNDS	  	 	24	  
		
	Section 11.01 Applicability of Article	  	 	24	  
	Section 11.02 Satisfaction of Sinking Fund Payments with Securities	  	 	24	  
	Section 11.03 Redemption of Securities for Sinking Fund	  	 	24	  


  
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 NAVIOS MARITIME PARTNERS L.P. 

Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of
                    , 
  

					
	Section 310	  	(a)(1)	  	7.09
		  	(a)(2)	  	7.09
		  	(a)(3)	  	NOT APPLICABLE
		  	(a)(4)	  	NOT APPLICABLE
		  	(a)(5)	  	7.09
		  	(b)	  	7.09
	Section 311	  	(a)	  	7.10
		  	(b)	  	7.10
		  	(c)	  	NOT APPLICABLE
	Section 312	  	(a)	  	2.06
		  	(b)	  	10.03
		  	(c)	  	10.03
	Section 313	  	(a)	  	7.06
		  	(b)(1)	  	7.06
		  	(b)(2)	  	7.06
		  	(c)(1)	  	7.06
		  	(d)	  	7.06
	Section 314	  	(a)	  	4.02; 10.05
		  	(b)	  	NOT APPLICABLE
		  	(c)(1)	  	10.04
		  	(c)(2)	  	10.04
		  	(c)(3)	  	NOT APPLICABLE
		  	(d)	  	NOT APPLICABLE
		  	(e)	  	10.05
		  	(f)	  	NOT APPLICABLE
	Section 315	  	(a)	  	7.01
		  	(b)	  	7.05
		  	(c)	  	7.01
		  	(d)	  	7.01
		  	(e)	  	6.14
	Section 316	  	(a)	  	2.09
		  	(a)(1)(a)	  	6.12
		  	(a)(1)(b)	  	6.13
		  	(b)	  	6.08
	Section 317	  	(a)(1)	  	6.03
		  	(a)(2)	  	6.04
		  	(b)	  	2.05
	Section 318	  	(a)	  	10.01


  
 iii 








 Indenture dated as of
                    , 20     between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“Company”),
and             , a              corporation, 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 1.01 Definitions. 

“Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified
herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders. 

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used
with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or
otherwise. 
 “Agent” means any Registrar, Paying Agent or Service Agent. 

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest
therein, the rules and procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time. 

“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 (5) 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 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 the Board of Directors of the Company or any duly
authorized committee thereof. 
 “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 Interests” means any and all shares, interests, participations, rights or other equivalents (however designated) of
capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and 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, such partnership. 
 “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. 

  
 1 








 “Company Request” means a written request signed in the name of the Company by
its Chief Executive Officer, Chief Financial Officer or a Vice President, and by 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 which is, or after notice or passage of time or both would be, an
Event of Default. 
 “Depository” means, with respect to the Securities of any Series issuable or issued in whole or part
in the form of one or more Global Securities, the person designated as Depositary 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 6.02. 
 “Dollars” and
“$” means the currency of The United States of America. 
 “DTC” means the Depository Trust Company, a New
York corporation. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 
 “Foreign Currency” means any currency or currency unit issued by a government other than the
government of The United States of America. 
 “Foreign Government Obligations” means, with respect to Securities of any
Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a
person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses
(i) or (ii), are not callable or redeemable at the option of the issuer thereof. 
 “GAAP” means United States
generally accepted accounting principles promulgated by the Financial Accounting Standards Board or by such other entity as the Commission may designate for that purpose. 

“Global Security” or “Global Securities” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.02 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. 

“Holder” means a person in whose name a Security is registered or the holder of a Bearer Security. 

“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. 
 “interest” with respect to any Discount Security
which by its terms bears interest only after Maturity means interest payable after Maturity. 
 “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 or otherwise. 
 “Officer” means the Chief Executive Officer, Chief
Financial Officer, any Vice-President, the Secretary, or any Assistant Secretary of the Company. 
 “Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 

“Opinion of Counsel” means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be
an employee of or counsel to the Company. 

  
 2 








 “person” means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any
Additional Amounts in respect of, the Security. 
 “Responsible Officer” means any officer of the Trustee in its Corporate
Trust Office with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with a particular subject. 
 “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 2.01 and 2.02 hereof. 

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

“Subsidiary” means, with respect to any person, any corporation, association or other business entity of which more than 50%
of the total voting power of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or, in the case of a partnership, more than 50% of the
partners’ Capital Interests (considering all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of such person or 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 and the rules and regulations promulgated thereunder; 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. 

“U.S. Government Obligations” means securities which are (i) direct obligations of The United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of The United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by The United States of America, and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt. 


  
 3 








 Section 1.02 Other Definitions. 

 

			
	 TERM
	  	 DEFINED IN
SECTION

	“Bankruptcy Law”	  	6.01
	“Notice of Default”	  	6.01(c)
	“Custodian”	  	6.01
	“Event of Default”	  	6.01
	“Judgment Currency”	  	10.16
	“Legal Holiday”	  	10.07
	“Mandatory Sinking Fund Payment”	  	11.01
	“Market Exchange Rate”	  	10.15
	“New York Banking Day”	  	10.16
	“Optional Sinking Fund Payment”	  	11.01
	“Paying Agent”	  	2.04
	“Registrar”	  	2.04
	“Required Currency”	  	10.16
	“Service Agent”	  	2.04
	“Successor Person”	  	5.01

 Section 1.03 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 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 1.04 Rules of Construction. 

Unless the context otherwise requires: 

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

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

(c) references to “generally accepted accounting principles” and “GAAP” shall mean United States 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. 

  
 4 








 ARTICLE II 

THE SECURITIES 

Section 2.01 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 or determined in the manner provided in a Board Resolution, supplemental indenture or Officers’
Certificate detailing the adoption of the terms thereof pursuant to 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. All Securities issued under this Indenture
shall be subject to any and all existing debt of the Company. 
 Section 2.02 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 2.02(a) and either as to such Securities within the Series or as to the Series generally in the
case of Subsections 2.02(b) through 2.02(s) 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: 

(a) the form and title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other
Series); 
 (b) the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will
be issued; 
 (c) 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 2.07, 2.08, 2.11, 3.06 or 9.06); 

(d) the date or dates on which the principal of the Securities of the Series is payable; 

(e) 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; 

(f) 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; 
 (g) 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; 
 (h) 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; 

(i) 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; 
 (j) if other than denominations of $1,000
and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 
 (k) 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 6.02; 

(l) the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or
organization, if any, responsible for overseeing such composite currency; 

  
 5 








 (m) the provisions, if any, relating to any security provided for the Securities of the Series;

 (n) 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 6.02; 

(o) any addition to or change in the covenants set forth in Articles IV or V which apply to Securities of the Series; 

(p) the provisions, if any, relating to conversion of any Securities of such Series, including, if applicable, the securities into which the
Securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders or at the option of the Company, the events requiring an adjustment of the conversion price
and provisions affecting conversion if such Series of Securities are redeemed; 
 (q) whether the Securities of such Series will be senior
debt securities or subordinated debt securities and, if applicable, a description of the subordination terms thereof; 
 (r) any
depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein; and 

(s) 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). 
 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, unless otherwise provided in such Board Resolution, a Series may be reopened,
without the consent of the Holders, for increases in the aggregate principal amount of such Series and issuances of additional Securities of such Series. 

Section 2.03 Execution and Authentication. Two Officers shall sign the Securities for the Company by manual, electronic 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. 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 2.02, except as provided in Section 2.02 or 2.08. Prior to the issuance of Securities of any Series, the Trustee shall have
received and (subject to Section 7.02) 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 10.04 and (c) an Opinion of Counsel complying with Section 10.04. 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’s board of
directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine in good faith 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 2.04 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 2.02, 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 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 

  
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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 this Section 2.04 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 2.05 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 Holders of any Series of Securities, or the Trustee, all money held by the Paying Agent
for the payment of principal of or interest, if any, 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 Holders of any Series of Securities all money held by it as Paying
Agent. 
 Section 2.06 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Holders 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
(10) 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, if applicable, as the Trustee may reasonably require, of the names and addresses of Holders of
each Series of Securities. 
 Section 2.07 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, 3.06 or 9.06). 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
(15) 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 2.08 Mutilated, Destroyed, Lost and Stolen Securities. 

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

  
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 Section 2.09 Outstanding Securities. 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 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected 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, if any, on them ceases to accrue. 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 6.02. 

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 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 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
registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures 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, if any, on a Series of Securities, it shall pay
the defaulted interest, plus, to the extent permitted by applicable law, any interest payable on the defaulted interest, to the persons who are Holders of the Series on a subsequent special record date. The Company shall fix the record date and
payment date. At least ten (10) days before the record date, the Company shall mail to the Trustee and to each Holder 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. 

(a) 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. 

(b) Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.07 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 ninety (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. 

(c) Except as provided in this Section 2.14(c), 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 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. 

  
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 (d) 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.” 
 (e) 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. 

(f) Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment
of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 
 (g) Consents, Declaration and
Directions. Except as provided in Section 2.14(f), 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. 

(h) The Depository or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes
under the Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee and such owners of beneficial interests in a Global Security will not be considered the owners or holders thereof.

 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. The Company shall promptly notify the Trustee of any change in “CUSIP” numbers of which the Company becomes aware. 

ARTICLE III 
 REDEMPTION

 Section 3.01 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. 
 Section 3.02 Selection of Securities to be Redeemed. 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, the Trustee shall select the Securities of the Series to be redeemed
in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of
Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.02(j), 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 also apply to portions of
Securities of that Series called for redemption. 

  
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 Section 3.03 Notice of Redemption. Unless otherwise indicated for a particular Series
by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least thirty (30) days but not more than sixty (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. The notice shall identify the Securities of the Series to be redeemed and shall state:

 (i) the redemption date; 

(ii) the redemption price; 
 (iii)
the name and address of the Paying Agent; 
 (iv) that Securities of the Series called for redemption must be surrendered to the Paying Agent
to collect the redemption price; 
 (v) that interest, if any, on Securities of the Series called for redemption ceases to accrue on and
after the redemption date; 
 (vi) the CUSIP number, if any; and 

(vii) 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 3.04 Effect of Notice of Redemption. Once notice of redemption is mailed or published as provided in Section 3.03,
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, if any, 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 3.05 Deposit of Redemption Price. On or before 10:00 a.m., New York City time, on 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 3.06 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 4.01 Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 

Section 4.02 Commission Reports. The Company shall, so long as any of the Securities are outstanding, electronically file with the
Commission the annual, quarterly and other periodic reports that the Company is required to file with the Commission pursuant to Sections 13 and 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA
Section 314(a). Delivery of any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). 

Section 4.03 Compliance Certificate. The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms,
provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all such Defaults or Events of Default and the nature and
status thereof of which they may have knowledge. The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, within thirty (30) days after 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. 

  
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 Section 4.04 Stay, Extension and Usury Laws. The Company covenants (to the extent
that it may lawfully do so) that it 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, which may
affect the covenants or the performance of this Indenture or the Securities and the Company (to the extent it may lawfully do so) 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, but will suffer and permit the execution of every such power as though no such law has been enacted. 

ARTICLE V 
 SUCCESSORS

 Section 5.01 When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its properties and assets to, any person (a “Successor Person”) unless: 

(a) the Company is the surviving entity or the Successor Person (if other than the Company) is organized and validly existing under the
laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture; and 

(b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing. 

The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing
effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture. 

Section 5.02 Successor Entity Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition
of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor entity formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such Successor Person has been named as the Company herein; provided, however, that
the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities. 

ARTICLE VI 
 DEFAULTS AND
REMEDIES 
 Section 6.01 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, if any, on any Security of that Series when it becomes due and payable, and continuance of
such default for a period of thirty (30) days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of thirty (30) days); or 

(b) default in the payment of principal of any Security of that Series at its Maturity; or 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
for which the consequences of nonperformance or breach are addressed elsewhere in this Section 6.01 and 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 ninety (90) days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in
principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(d) the Company pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding;
(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) makes an admission by writing that it is generally unable to pay its debts as the same become due; or 

  
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 (e) 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 ninety (90) days; or 
 (f) 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 2.02(n). 

The term “Bankruptcy Law” means Title 11 of the 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 6.02 Acceleration of Maturity; Rescission and Annulment. 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(d) or (e)), then in every such case the Trustee or the Holders of not less than a majority 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 an Event of Default specified in Section 6.1(d) or (e) 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 and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that
Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. 

Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if: 

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

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 

If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

Section 6.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or
interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest, if any, owing and unpaid in respect of the Securities and to file
such other papers or documents as 

  
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may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.05 Trustee May
Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 

Section 6.06 Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or interest, if any, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

First: To the payment of all amounts due the Trustee under Section 7.07; and 

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

Third: To the Company. 

Section 6.07 Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
Series; 
 (b) the Holders of at least a majority in principal amount of the outstanding Securities of that Series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request; 
 (d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and 
 (e) no direction inconsistent with such written request has been given to
the Trustee during such sixty (60)-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series; it being understood and intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 

Section 6.08 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in such Security
(or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

  
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 Section 6.09 Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted. 
 Section 6.10 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by applicable law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by applicable law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 

Section 6.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 6.12 Control by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that: 

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

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

(c) subject to the provisions of Section 6.02, the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 

Section 6.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of
any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default (i) in the payment of the principal of or interest, if any, on any
Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from
such acceleration) or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or
interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 

  
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 ARTICLE VII 

TRUSTEE 

Section 7.01 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, and 


 

	 	(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 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. 

(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 Service Agent or 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 7.02
Rights of Trustee. 
 (a) The Trustee may rely on and shall be 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 as required by the Indenture. 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 and
shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent 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. 

  
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 (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 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. 
 (h) 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. 
 (i) The
permissive rights of the Trustee enumerated herein shall not be construed as duties. 
 Section 7.03 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 7.04 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. 
 Section 7.05 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 Holder 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 ninety (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, if any, 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 Holders of that Series. 

Section 7.06 Reports by Trustee to Holders. Within sixty (60) days after May 15 in each year, the Trustee shall transmit
by mail to all Holders, 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 Holders of any Series shall be filed with the Commission 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 7.07 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 and documented 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 against any loss, liability or expense (including the cost of defending itself), 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 this Section 7.07, 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 through the negligence or bad faith of any such persons. 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, if any, on particular Securities
of that Series. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) 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 resignation or removal of the Trustee and the termination of this Indenture. 

  
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 Section 7.08 Replacement of Trustee. A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. The Trustee may resign with respect to the Securities of one or more Series by so notifying the
Company at least thirty (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 bankrupt or 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. 
 If a successor Trustee with respect to the Securities of any one or more Series does not take office within sixty
(60) days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority 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 Section 7.07, 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 Holder 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 7.08,
the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior to the date of such replacement. 

Section 7.09 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 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 

SATISFACTION AND DISCHARGE; DEFEASANCE 

Section 8.01 Satisfaction and Discharge of Indenture. 

This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(a) any of the following shall have occurred: (i) no Securities have been issued hereunder; (ii) all Securities theretofore
authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or (iii) all such Securities not theretofore delivered to the
Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one (1) year, or (3) are to be called for redemption within one (1) year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount
sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest, if any, to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 

  
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 (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company;
and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of
Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive. 
 Section 8.02 Application of Trust Funds;
Indemnification. 
 (a) Subject to the provisions of Section 8.05, all money deposited with the Trustee pursuant to
Section 8.01, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest, if any, for whose payment such money has been deposited with or received
by the Trustee or analogous payments as contemplated by Sections 8.03 or 8.04. 
 (b) The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect of such
obligations other than any payable by or on behalf of Holders. 
 (c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any U.S. Government Obligations or Foreign Government Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 

Section 8.03 Legal Defeasance of Securities of any Series. Unless this Section 8.03 is otherwise specified, pursuant to
Section 2.02(s), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit
referred to in subparagraph (i) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request,
execute proper instruments acknowledging the same), except as to: 
 (a) the rights of Holders of Securities of such Series to receive, from
the trust funds described in subparagraph (i) hereof, (i) payment of the principal of and each installment of principal of and interest, if any, on the outstanding Securities of such Series on the Stated Maturity of such principal or
installment of principal or interest, and (ii) the benefit of any Mandatory Sinking Fund Payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture
and the Securities of such Series; and 
 (b) the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and 

(c) the rights, powers, trust and immunities of the Trustee hereunder; 

provided that, the following conditions shall have been satisfied: 

(i) with reference to this Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided in
Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (A) in the case of
Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (B) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign
Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day
before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written 

  
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certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any Mandatory Sinking Fund Payments in respect of all the
Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; 
 (ii) such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 

(iii) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date; 
 (iv) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel to the effect 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 execution 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 Securities of such Series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred; 
 (v) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the
Company; 
 (vi) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and 

(vii) such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder. 

Section 8.04 Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be
inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or
condition set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to
Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture for
such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the
Securities of such Series, provided that the following conditions shall have been satisfied: 
 (a) with reference to this Section 8.04,
the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series
denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any Mandatory Sinking Fund Payments in respect of the Securities of such
Series on the dates such installments of interest or principal and such sinking fund payments are due; 
 (b) such deposit will not result in
a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 

(c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit or during the period ending on the 91st day after such date; 
 (d) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; 

  
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 (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and 

(f) Such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder. 

Section 8.05 Repayment to Company. The Trustee and the Paying Agent shall pay to the Company upon written request any money held
by them for the payment of principal and interest, if any, that remains unclaimed for two years, and after such time, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law
designates another person. 
 Section 8.06 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money
deposited with respect to Securities of any Series in accordance with Section 8.01 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 obligations of the Company under this Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 8.01; provided, however, that if the Company has made any payment of principal of, premium (if any) or
interest, if any, on any Additional Amounts with respect to 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 held
by the Trustee or the Paying Agent. 
 ARTICLE IX 

AMENDMENTS AND WAIVERS 

Section 9.01 Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of
one or more Series without the consent of any Holder: 
 (a) to evidence the succession of another person to the Company under this
Indenture and the Securities and the assumption by any such Successor Person of the obligations of the Company hereunder and under the Securities; 

(b) to add or remove covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to surrender any right or power herein conferred upon the Company provided such action does not
adversely affect the interests of the Company; 
 (c) to add any additional Events of Default; 

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

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

(f) to establish the forms or terms of the Securities of any series issued pursuant to the terms hereof; 

(g) to cure any ambiguity or correct any inconsistency in this Indenture; 

(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; 

  
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 (i) to qualify this Indenture under the TIA; 

(j) to provide for uncertificated securities in addition to certificated securities; 

(k) to supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of
Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; and 

(l) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be
listed or traded. 
 Section 9.02 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 Holders
of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any 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. It shall not be necessary for the consent of the Holders of Securities under
this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. 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. 

Section 9.03 Limitations. Without the consent of each Holder affected, an amendment or waiver may not: 

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

(b) reduce the rate of or extend the time for payment of interest (including default interest), if any, on any Security; 

(c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation; 
 (d) reduce the principal amount of Discount Securities payable upon acceleration
of the maturity thereof; 
 (e) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any
Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such
acceleration); 
 (f) make the principal of or interest, if any, on any Security payable in any currency other than that stated in the
Security; 
 (g) make any change in Sections 6.08, 6.13, or 9.03; or 

(h) waive a redemption payment with respect to any Security. 

Section 9.04 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 9.05 Revocation and Effect
of Consents. Until an amendment is set forth in a supplemental indenture or a 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 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 of the supplemental indenture or the date the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder 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 9.03. 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. 

  
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 Section 9.06 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 9.07 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, in addition to the documents required by Section 10.04, and
(subject to Section 7.01) 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 

MISCELLANEOUS 

Section 10.01 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 10.02 Notices. 

(a) 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 or sent by telecopier transmission addressed as follows: 
 if to the Company: 

Navios Maritime Partners L.P. 
 7 Avenue de Grande Bretagne,
Office 11B2 
 Monte Carlo, MC 98000 Monaco 
 Attention:
Vasiliki Papaefthymiou 
 Telephone: (377) 9798-2140 
 if
to the Trustee: 

[                        ] 

(b) 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 Holder 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 Holder of any Series or any defect in it shall not affect its sufficiency with respect to other Holders 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 Holder receives it. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 

(c) Any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the
Company may, at the Company’s written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date on which such notice must be given or
served, be given or served by the Trustee in the name of and at the expense of the Company. 
 Section 10.03 Communication by
Holders with Other Holders. Holders of any Series may communicate pursuant to TIA Section 312(b) with other Holders 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 10.04 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. 

  
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 Section 10.05 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 10.06 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Holders of one or
more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions. 
 Section 10.07 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 10.08 No Recourse Against Others. A director, officer, employee or unitholder, 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 Holder 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 10.09 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 10.10 Governing Laws. This Indenture and the Securities will be governed by, and construed in accordance
with, the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York. 

Section 10.11 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 10.12 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 10.13 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. 

Section 10.14 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 10.15 Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto
or an Officers’ Certificate delivered pursuant to Section 2.02 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, 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. 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 as of the most recent available
date, or quotations from one or more major banks in The City of New York or in the country of issue of the 

  
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currency in question or such other quotations 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 10.16 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 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 XI 
 SINKING
FUNDS 
 Section 11.01 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 11.02. 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 11.02 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 an Officers’ Certificate
with respect thereto, not later than fifteen (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 11.02, 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 11.03 Redemption of Securities
for Sinking Fund. Not less than forty-five (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


  
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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 11.02, 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 thirty (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 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.03. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.04, 3.05 and 3.06. 

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. 
  

			
	NAVIOS MARITIME PARTNERS L.P.
		
	 By:
	 	 
	 Name:
	 	
	Title:	 	
	
	
[                   
 ],
 as Trustee

		
	By:	 	 
	 Name:
	 	
	Title:	 	


  
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