EX-4.2



 Exhibit 4.2 
  

 
  

KRATON POLYMERS LLC 
 KRATON
POLYMERS CAPITAL CORPORATION 
 as Co-Issuers 

KRATON PERFORMANCE POLYMERS, INC. 

as Parent Guarantor 
 THE
POTENTIAL SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO 
 as Potential Subsidiary Guarantors 

and 

[                    
                    ] 
 as Trustee

  
  

Indenture 
 Dated as of
                     
  

 
 Debt Securities

  
  

 







 KRATON POLYMERS LLC 

KRATON POLYMERS CAPITAL CORPORATION 

Reconciliation and tie between Trust Indenture Act of 1939 

and Indenture, dated as of
                     
  

 
  

					
	 Section of

Trust Indenture

Act of 1939
	  	Section(s) of
Indenture
	 § 310
	 	(a)(1)	  	7.10
		 	(a)(2)	  	7.10
		 	(a)(3)	  	Not Applicable
		 	(a)(4)	  	Not Applicable
		 	(a)(5)	  	7.10
		 	(b)	  	7.08, 7.10
	 § 311
	 	(a)	  	7.11
		 	(b)	  	7.11
		 	(c)	  	Not Applicable
	 § 312
	 	(a)	  	2.07
		 	(b)	  	11.03
		 	(c)	  	11.03
	 § 313
	 	(a)	  	7.06
		 	(b)	  	7.06
		 	(c)	  	7.06
		 	(d)	  	7.06
	 § 314
	 	(a)	  	4.03, 4.04
		 	(b)	  	Not Applicable
		 	(c)(1)	  	11.04
		 	(c)(2)	  	11.04
		 	(c)(3)	  	Not Applicable
		 	(d)	  	Not Applicable
		 	(e)	  	11.05
	 § 315
	 	(a)	  	7.01(b)
		 	(b)	  	7.05
		 	(c)	  	7.01(a)
		 	(d)	  	7.01(c)
		 	(d)(1)	  	7.01(c)(1)
		 	(d)(2)	  	7.01(c)(2)
		 	(d)(3)	  	7.01(c)(3)
		 	(e)	  	6.11
	 § 316
	 	(a)(1)(A)	  	6.05
		 	(a)(1)(B)	  	6.04
		 	(a)(2)	  	Not Applicable
		 	(a)(last sentence)	  	2.11
		 	(b)	  	6.07
	 § 317
	 	(a)(1)	  	6.08
		 	(a)(2)	  	6.09
		 	(b)	  	2.06
	 § 318
	 	(a)	  	11.01

  

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


  
 i 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
			
	 SECTION 1.01
	 	Definitions	  	 	1	  
	 SECTION 1.02
	 	Other Definitions	  	 	7	  
	 SECTION 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	7	  
	 SECTION 1.04
	 	Rules of Construction	  	 	8	  
		
	ARTICLE II THE SECURITIES	  	 	8	  
			
	 SECTION 2.01
	 	Amount Unlimited; Issuable in Series	  	 	8	  
	 SECTION 2.02
	 	Denominations	  	 	11	  
	 SECTION 2.03
	 	Forms Generally	  	 	11	  
	 SECTION 2.04
	 	Execution, Authentication, Delivery and Dating	  	 	12	  
	 SECTION 2.05
	 	Registrar and Paying Agent	  	 	14	  
	 SECTION 2.06
	 	Paying Agent to Hold Money in Trust	  	 	14	  
	 SECTION 2.07
	 	Holder Lists	  	 	15	  
	 SECTION 2.08
	 	Transfer and Exchange	  	 	15	  
	 SECTION 2.09
	 	Replacement Securities	  	 	16	  
	 SECTION 2.10
	 	Outstanding Securities	  	 	16	  
	 SECTION 2.11
	 	Original Issue Discount, Foreign-Currency Denominated and Treasury Securities	  	 	16	  
	 SECTION 2.12
	 	Temporary Securities	  	 	17	  
	 SECTION 2.13
	 	Cancellation	  	 	17	  
	 SECTION 2.14
	 	Payments; Defaulted Interest	  	 	17	  
	 SECTION 2.15
	 	Persons Deemed Owners	  	 	18	  
	 SECTION 2.16
	 	Computation of Interest	  	 	18	  
	 SECTION 2.17
	 	Global Securities; Book-Entry Provisions	  	 	18	  
		
	ARTICLE III REDEMPTION	  	 	21	  
			
	 SECTION 3.01
	 	Applicability of Article	  	 	21	  
	 SECTION 3.02
	 	Notice to the Trustee	  	 	21	  
	 SECTION 3.03
	 	Selection of Securities To Be Redeemed	  	 	21	  
	 SECTION 3.04
	 	Notice of Redemption	  	 	22	  
	 SECTION 3.05
	 	Effect of Notice of Redemption	  	 	23	  
	 SECTION 3.06
	 	Deposit of Redemption Price	  	 	23	  
	 SECTION 3.07
	 	Securities Redeemed in Part	  	 	24	  
	 SECTION 3.08
	 	Purchase of Securities	  	 	24	  
	 SECTION 3.09
	 	Mandatory and Optional Sinking Funds	  	 	24	  
	 SECTION 3.10
	 	Satisfaction of Sinking Fund Payments with Securities	  	 	24	  
	 SECTION 3.11
	 	Redemption of Securities for Sinking Fund	  	 	25	  
		
	ARTICLE IV COVENANTS	  	 	26	  
			
	 SECTION 4.01
	 	Payment of Securities	  	 	26	  
	 SECTION 4.02
	 	Maintenance of Office or Agency	  	 	26	  


  
 ii 









							
	 SECTION 4.03
	 	 SEC Reports; Financial Statements
	  	 	27	  
	 SECTION 4.04
	 	 Compliance Certificate
	  	 	27	  
	 SECTION 4.05
	 	 Corporate or Other Existence
	  	 	28	  
	 SECTION 4.06
	 	 Waiver of Stay, Extension or Usury Laws
	  	 	28	  
	 SECTION 4.07
	 	 Additional Amounts
	  	 	28	  
		
	 ARTICLE V SUCCESSORS
	  	 	29	  
			
	 SECTION 5.01
	 	 Limitations on Mergers and Consolidations
	  	 	29	  
	 SECTION 5.02
	 	 Successor Person Substituted
	  	 	29	  
		
	 ARTICLE VI DEFAULTS AND REMEDIES
	  	 	30	  
			
	 SECTION 6.01
	 	 Events of Default
	  	 	30	  
	 SECTION 6.02
	 	 Acceleration
	  	 	32	  
	 SECTION 6.03
	 	 Other Remedies
	  	 	33	  
	 SECTION 6.04
	 	 Waiver of Defaults
	  	 	33	  
	 SECTION 6.05
	 	 Control by Majority
	  	 	33	  
	 SECTION 6.06
	 	 Limitations on Suits
	  	 	34	  
	 SECTION 6.07
	 	 Rights of Holders to Receive Payment
	  	 	34	  
	 SECTION 6.08
	 	 Collection Suit by Trustee
	  	 	35	  
	 SECTION 6.09
	 	 Trustee May File Proofs of Claim
	  	 	35	  
	 SECTION 6.10
	 	 Priorities
	  	 	36	  
	 SECTION 6.11
	 	 Undertaking for Costs
	  	 	36	  
		
	 ARTICLE VII TRUSTEE
	  	 	37	  
			
	 SECTION 7.01
	 	 Duties of Trustee
	  	 	37	  
	 SECTION 7.02
	 	 Rights of Trustee
	  	 	38	  
	 SECTION 7.03
	 	 May Hold Securities
	  	 	39	  
	 SECTION 7.04
	 	 Trustee’s Disclaimer
	  	 	39	  
	 SECTION 7.05
	 	 Notice of Defaults
	  	 	39	  
	 SECTION 7.06
	 	 Reports by Trustee to Holders
	  	 	39	  
	 SECTION 7.07
	 	 Compensation and Indemnity
	  	 	40	  
	 SECTION 7.08
	 	 Replacement of Trustee
	  	 	40	  
	 SECTION 7.09
	 	 Successor Trustee by Merger, etc.
	  	 	42	  
	 SECTION 7.10
	 	 Eligibility; Disqualification
	  	 	42	  
	 SECTION 7.11
	 	 Preferential Collection of Claims Against the Companies or a Guarantor
	  	 	43	  
		
	 ARTICLE VIII DISCHARGE OF INDENTURE
	  	 	43	  
			
	 SECTION 8.01
	 	 Termination of the Companies’ and the Guarantors’ Obligations
	  	 	43	  
	 SECTION 8.02
	 	 Application of Trust Money
	  	 	47	  
	 SECTION 8.03
	 	 Repayment to Companies or Guarantor
	  	 	47	  
	 SECTION 8.04
	 	 Reinstatement
	  	 	48	  
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS
	  	 	48	  
			
	 SECTION 9.01
	 	 Without Consent of Holders
	  	 	48	  
	 SECTION 9.02
	 	 With Consent of Holders
	  	 	49	  
	 SECTION 9.03
	 	 Compliance with the Trust Indenture Act
	  	 	51	  
	 SECTION 9.04
	 	 Revocation and Effect of Consents
	  	 	51	  
	 SECTION 9.05
	 	 Notation on or Exchange of Securities
	  	 	52	  
	 SECTION 9.06
	 	 Trustee to Sign Amendments, etc.
	  	 	52	  


  
 iii 









							
		
	 ARTICLE X GUARANTEE
	  	 	53	  
			
	 SECTION 10.01
	 	 Guarantee
	  	 	53	  
	 SECTION 10.02
	 	 Execution and Delivery of Guarantees
	  	 	55	  
	 SECTION 10.03
	 	 Limitation on Liability of the Guarantors
	  	 	55	  
	 SECTION 10.04
	 	 Release of Guarantors from Guarantee
	  	 	55	  
	 SECTION 10.05
	 	 Contribution
	  	 	56	  
		
	 ARTICLE XI MISCELLANEOUS
	  	 	56	  
			
	 SECTION 11.01
	 	 Trust Indenture Act Controls
	  	 	56	  
	 SECTION 11.02
	 	 Notices
	  	 	56	  
	 SECTION 11.03
	 	 Communication by Holders with Other Holders
	  	 	58	  
	 SECTION 11.04
	 	 Certificate and Opinion as to Conditions Precedent
	  	 	58	  
	 SECTION 11.05
	 	 Statements Required in Certificate or Opinion
	  	 	58	  
	 SECTION 11.06
	 	 Rules by Trustee and Agents
	  	 	59	  
	 SECTION 11.07
	 	 Legal Holidays
	  	 	59	  
	 SECTION 11.08
	 	 No Recourse Against Others
	  	 	59	  
	 SECTION 11.09
	 	 Governing Law
	  	 	59	  
	 SECTION 11.10
	 	 No Adverse Interpretation of Other Agreements
	  	 	60	  
	 SECTION 11.11
	 	 Successors
	  	 	60	  
	 SECTION 11.12
	 	 Severability
	  	 	60	  
	 SECTION 11.13
	 	 Counterpart Originals
	  	 	60	  
	 SECTION 11.14
	 	 Table of Contents, Headings, etc.
	  	 	60	  


  
 iv 








 INDENTURE (this “Indenture”) dated as of
                    among Kraton Polymers LLC, a Delaware limited liability company ( “KPLLC”), Kraton Polymers Capital Corporation, a
Delaware corporation (“KPCC” and, together with KPLLC, the “Companies”), Kraton Performance Polymers, Inc., a Delaware corporation (“Kraton” or the “Parent Guarantor”), the potential subsidiary guarantors
listed on the signature pages hereto (the “Potential Subsidiary Guarantors” and, together with the Parent Guarantor, the “Potential Guarantors”), and
                    , a                     , as
trustee (the “Trustee”). 
 The Companies and the Potential Guarantors have duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Companies’ debentures, notes, bonds or other evidences of indebtedness to be issued from time to time in one or more series unlimited as to principal amount (herein called the
“Securities”), and the related Guarantees (as hereinafter defined), if any, as provided in this Indenture. 
 The Companies and
the Potential Guarantors are members of the same consolidated group of companies. The Potential Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Potential Guarantor has duly
authorized the execution and delivery of this Indenture in light of the possibility that such Potential Guarantor will provide its full and unconditional guarantee of a series of the Securities to the extent provided in this Indenture. 

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

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

DEFINITIONS AND INCORPORATION BY REFERENCE 
  

	SECTION 1.01	Definitions. 

 “Additional Amounts” means any additional amounts required by
the express terms of a Security or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant thereto, to be paid by the Companies or any Guarantor, as the case may be, with respect to certain taxes, assessments or other
governmental charges imposed on certain Holders and that 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 purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 

  
 1 








 “Agent” means any Registrar or Paying Agent. 

“Bankruptcy Law” means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors.

 “Board of Directors,” when used with reference to a Company or a Guarantor, means the Board of Directors or comparable
governing body of such Company or such Guarantor (or with respect to a limited liability company, the member, manager, managing member or other Person that governs such limited liability company), as the case may be, or any committee thereof duly
authorized, with respect to any particular matter, to act by or on behalf of the Board of Directors or comparable governing body of such Company or such Guarantor, as the case may be. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a Company or a Guarantor to
have been duly adopted by the Board of Directors of such Company or such Guarantor, as the case may be, and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” means any day that is not a Legal Holiday. 

“Capitalized Lease Obligation” of any Person means any obligation of such Person to pay rent or other amounts under a lease of
property, real or personal, that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP. 

“Companies” means the Persons named as the “Companies” in the first paragraph of this instrument until successor Persons
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Companies” shall mean such successor Persons; provided, however, that for purposes of any provision contained herein which is required
by the TIA, “Companies” shall also mean each other obligor (if any), other than a Guarantor, on the Securities of a series. 

“Company Order” and “Company Request” mean, respectively, a written order or request signed in the name of each Company or
each Guarantor by two Officers of each Company and delivered to the Trustee. 
 “Corporate Trust Office of the Trustee” means the
principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which, in the case of
                    , shall be
                    , New York, New York
                    . 

“Debt” of any Person means, without duplication: (i) all indebtedness or obligations of such Person for borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof); (ii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (iii) all obligations of
such Person in respect of letters of credit or other similar instruments (or reimbursement 

  
 2 








 
obligations with respect thereto), other than standby letters of credit, bid or performance bonds and other obligations issued by or for the account of such Person in the ordinary course of
business, to the extent not drawn or, to the extent drawn, if such drawing is reimbursed not later than the third Business Day following demand for reimbursement; (iv) all obligations of such Person to pay the deferred and unpaid purchase price
of property or services, except trade payables and accrued expenses incurred in the ordinary course of business; (v) all Capitalized Lease Obligations of such Person; (vi) all Debt of others secured by a lien on any asset of such Person,
whether or not such Debt is assumed by such Person (provided that if the obligations so secured have not been assumed in full by such Person or are not otherwise such Person’s legal liability in full, then such obligations shall be deemed to be
in an amount equal to the greater of (a) the lesser of (1) the full amount of such obligations and (2) the fair market value of such assets, as determined in good faith by the Board of Directors of such Person, which determination
shall be evidenced by a Board Resolution, and (b) the amount of obligations as have been assumed by such Person or which are otherwise such Person’s legal liability); and (vii) all Debt of others (other than endorsements in the
ordinary course of business) guaranteed by such Person to the extent of such guarantee. 
 “Default” means any event, act or
condition that is, or after notice or the passage of time or both would be, an Event of Default. 
 “deliver” or
“delivery” means, in the context of certificated Securities, actual physical delivery of the certificated Securities to the relevant Person required hereunder, together with all endorsements, and in the context of Global Securities, the
designation on the records of the Depositary of a change in the beneficial interests of a holder in a Global Security. 

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person
specified pursuant to Section 2.01 hereof as the initial Depositary with respect to the Securities of such series, until a successor shall have been appointed and become such pursuant to the applicable provision of this Indenture, and
thereafter “Depositary” shall mean or include such successor. 
 “Dollar” or “$” means a dollar or other
equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, as in effect from time to time. 
 “Global Security” means a Security
that is issued in global form in the name of the Depositary with respect thereto or its nominee. 

  
 3 








 “Government Obligations” means, with respect to a series of Securities, (i) direct
obligations of a government that issues the currency in which the Securities of the series are payable for the payment of which the full faith and credit of such government is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of such government, the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clause (i) or (ii) above, are not
callable or redeemable at the option of the issuer thereof; or (iii) depository receipts issued by a bank or trust company as custodian with respect to any such Government Obligations or a specific payment of interest on or principal of any
such 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 Government Obligation evidenced by such depository receipt. 

“Guarantee” means the guarantee of the Companies’ obligations under the Securities of a series by a Guarantor (specified with
respect to such series as contemplated by Section 2.01(9)) as provided in Article X. 
 “Guarantors” means, with respect to
any series of Securities, the Person or Persons, if any, named in accordance with Section 2.01(9) as the “Guarantors” with respect to such series until a successor Person or Persons shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Guarantors” with respect to such series of Securities shall mean such successor Person or Persons, and any other Subsidiary of Kraton who may execute this Indenture, or a supplement thereto,
for the purpose of providing a Guarantee for such series of Securities pursuant to this Indenture. If a series of Securities does not have any Guarantors, all references in this Indenture to Guarantors shall be ignored with respect to such series of
Securities. 
 “Holder” means a Person in whose name a Security is registered. 

“Indenture” means this Indenture as amended or supplemented from time to time pursuant to the provisions hereof, and includes the
terms of a particular series of Securities established as contemplated by Section 2.01. 
 “interest” means, with respect to
an Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable after Maturity. 
 “Interest
Payment Date,” when used with respect to any Security, shall have the meaning assigned to such term in the Security as contemplated by Section 2.01. 

“Issue Date” means, with respect to Securities of a series, the first date on which the Securities of such series are originally
issued under this Indenture. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of The
City of New York, New York; Houston, Texas or a Place of Payment are authorized or obligated by law, regulation or executive order to remain closed. 

  
 4 








 “Maturity” means, with respect to any Security, the date on which the principal of such
Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof, or by declaration of acceleration, call for redemption or otherwise. 

“Officer” means the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the Chief Administrative Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of a Person. 

“Officers’ Certificate” means a certificate signed by two Officers of a Person. 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. Such counsel may be an employee of
or counsel to either Company, the Guarantor or the Trustee. 
 “Original Issue Discount Security” means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated
association, joint stock company, trust, unincorporated organization or government or other agency, instrumentality or political subdivision thereof or other entity of any kind. 

“Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of, premium (if any)
and interest on and any Additional Amounts with respect to the Securities of that series are payable as specified in accordance with Section 2.01 subject to the provisions of Section 4.02. 

“principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on the Security. 

“Redemption Date” means, with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this
Indenture. 
 “Redemption Price” means, with respect to any Security to be redeemed, the price at which it is to be redeemed
pursuant to this Indenture. 
 “Responsible Officer” means any officer within the corporate trust department of the Trustee having
direct responsibility for the administration of this Indenture or any other officer to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 
 “Rule 144A Securities” means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b). 

  
 5 








 “SEC” means the Securities and Exchange Commission. 

“Securities” has the meaning stated in the preamble of this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture. 
 “Security Custodian” means, with respect to Securities of a series issued in global form, the
Trustee for Securities of such series, as custodian with respect to the Securities of such series, or any successor entity thereto. 

“Significant Subsidiary” means a Subsidiary of Kraton that is a “significant subsidiary” of Kraton as such term is defined
in Rule 1-02(w) of Regulation S-X as in effect on the date hereof. 
 “Stated Maturity” means, when used with respect to any
Security or any installment of principal thereof or interest 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 is due and payable. 

“Subsidiary” means a Person at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by Kraton
or by one or more other Subsidiaries, or by Kraton and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock having voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency. 
 “surrender” shall have the same meaning as
“deliver” in the context of the surrender of a Security. 
 “TIA” means the Trust Indenture Act of 1939, as amended, as
in effect on the date hereof; 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 of 1939 as so
amended. 
 “Trustee” means the Person named as such above until a successor replaces it in accordance with the applicable
provisions of this Indenture, and thereafter “Trustee” means 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 means
the Trustee with respect to Securities of that series. 
 “United States” means the United States of America (including the States
and the District of Columbia) and its territories and possessions, which include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

“U.S. Government Obligations” means Government Obligations with respect to Securities payable in Dollars. 

  
 6 









	SECTION 1.02	Other Definitions. 

  

			
	 Term
	  	Defined
in Section
	“Agent Members”	  	2.17
	“Bankruptcy Custodian”	  	6.01
	“Conversion Event”	  	6.01
	“covenant defeasance”	  	8.01
	“Event of Default”	  	6.01
	“Exchange Rate”	  	2.11
	“Funding Guarantor”	  	10.05
	“Judgment Currency”	  	6.10
	“legal defeasance”	  	8.01
	“mandatory sinking fund payment”	  	3.09
	“Notation of Guarantee”	  	10.02
	“optional sinking fund payment”	  	3.09
	“Paying Agent”	  	2.05
	“Registrar”	  	2.05
	“Required Currency”	  	6.10
	“Successor”	  	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 (and if the Indenture is not qualified under the TIA at the time, as if it were so qualified unless otherwise provided). The following TIA terms
used in this Indenture have the following meanings: 
 “Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Holder. 

“indenture to be qualified” means this Indenture. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Companies, any Guarantor or any other obligor on the Securities. 

All terms used in this Indenture that are defined by the TIA, defined by a TIA reference to another statute or defined by an SEC rule under
the TIA have the meanings so assigned to them. 

  
 7 









	SECTION 1.04	Rules of Construction. 

 Unless the context otherwise requires: 

 

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

  

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

  

	 	(3)	“or” is not exclusive; 

  

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

  

	 	(5)	provisions apply to successive events and transactions; and 

  

	 	(6)	all references in this instrument to Articles and Sections are references to the corresponding Articles and Sections in and of this instrument. 


ARTICLE II 
 THE SECURITIES 

 

	SECTION 2.01	Amount Unlimited; 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. There shall be
established in or pursuant to a Board Resolution, and set forth, or determined in the manner provided, in an Officers’ Certificate of the Companies or in a Company Order, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series: 
 (1) the title of the Securities of the series (which shall distinguish the
Securities of the series from the Securities of all other series); 
 (2) if there is to be a limit, the limit upon the
aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.08, 2.09, 2.12, 2.17, 3.07 or 9.05 and except for any Securities that, pursuant to Section 2.04 or 2.17, are deemed never to have been authenticated and delivered hereunder); provided,
however, that unless otherwise provided in the terms of the series, the authorized aggregate principal amount of such series may be increased before or after the issuance of any Securities of the series by a Board Resolution (or action pursuant
to a Board Resolution) to such effect; 
 (3) whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in 

  
 8 








 
permanent global form, as Global Securities or otherwise, and, if so, whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of such series
and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.17, and the initial Depositary and Security Custodian, if any, for any
Global Security or Securities of such series; 
 (4) the manner in which any interest payable on a temporary Global Security
on any Interest Payment Date will be paid if other than in the manner provided in Section 2.14; 
 (5) the date or dates
on which the principal of and premium (if any) on the Securities of the series is payable or the method of determination thereof; 

(6) the rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if
any, whether and under what circumstances Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the record
date for the interest payable on any Securities on any Interest Payment Date, or if other than provided herein, the Person to whom any interest on Securities of the series shall be payable; 

(7) the place or places where, subject to the provisions of Section 4.02, the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of the series shall be payable; 
 (8) the period or periods
within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Companies, if the Companies
are to have that option, and the manner in which the Companies must exercise any such option, if different from those set forth herein; 

(9) whether Securities of the series are entitled to the benefits of any Guarantee of any Guarantor pursuant to this Indenture,
the identity of any such Guarantors and any terms of such Guarantee with respect to the Securities of the series in addition to those set forth in Article X, or any exceptions to or changes to those set forth in Article X; 

(10) the obligation, if any, of the Companies to redeem, purchase or repay 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 (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which Securities of the
series shall be redeemed, purchased or repaid in whole or in part pursuant to such obligation; 
 (11) if other than
denominations of $1,000 and any integral multiple thereof, the denomination in which any Securities of that series shall be issuable; 

  
 9 








 (12) if other than Dollars, the currency or currencies (including composite
currencies) or the form, including equity securities, other debt securities (including Securities), warrants or any other securities or property of the Companies, any Guarantor or any other Person, in which payment of the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the Securities of the series shall be payable; 
 (13) if the
principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of the series are to be payable, at the election of the Companies or a Holder thereof, in a currency or currencies (including composite
currencies) other than that in which the Securities are stated to be payable, the currency or currencies (including composite currencies) in which payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect
to Securities of such series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; 

(14) if the amount of payments of principal of, premium (if any) and interest on and any Additional Amounts with respect to the
Securities of the series may be determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined; 

(15) if other than the entire principal amount thereof, the portion of the principal amount of Securities of the series that
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02; 
 (16) any
additional means of satisfaction and discharge of this Indenture and any additional conditions or limitations to discharge with respect to Securities of the series and the related Guarantees, if any, pursuant to Article VIII or any
modifications of or deletions from such conditions or limitations; 
 (17) any deletions or modifications of or additions to
the Events of Default set forth in Section 6.01 or covenants of the Companies or any Guarantor set forth in Article IV pertaining to the Securities of the series; 

(18) any restrictions or other provisions with respect to the transfer or exchange of Securities of the series, which may
amend, supplement, modify or supersede those contained in this Article II; 
 (19) if the Securities of the series are to be
convertible into or exchangeable for capital stock, other debt securities (including Securities), warrants, other equity securities or any other securities or property of the Companies, any Guarantor or any other Person, at the option of the
Companies or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or exchange; 

(20) whether the Securities of the series are to be entitled to the benefit of Section 4.03(b) (and accordingly constitute
Rule 144A Securities); and 

  
 10 








 (21) any other terms of the series (which terms shall not be prohibited by the
provisions of this Indenture). 
 All Securities of any one series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers’ Certificate or Company Order referred to above or in any
such indenture supplemental hereto. 
 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action, together with such Board Resolution, shall be set forth in an Officers’ Certificate or certified by the Secretary or an Assistant Secretary of each Company and delivered to the Trustee at or prior
to the delivery of the Officers’ Certificate or Company Order setting forth the terms of the series. 
  

	SECTION 2.02	Denominations. 

 The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series denominated in Dollars shall be issuable in denominations of $1,000 and any
integral multiples thereof. 
  

	SECTION 2.03	Forms Generally. 

 The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form) established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto. The Securities may have notations, legends or endorsements required by
law, securities exchange rule, the Companies’ respective certificate of incorporation, bylaws or other similar governing documents, agreements to which each Company is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to each Company). A copy of the Board Resolution establishing the form or forms of Securities of any series shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 2.04 for the authentication and delivery of such Securities. 
 The definitive Securities of each series shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution thereof. 

  
 11 








 The Trustee’s certificate of authentication shall be in substantially the following form:

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

			
	[                     
                    ], as Trustee
		
	By:	 	  

		 	 Authorized Officer”.



  

	SECTION 2.04	Execution, Authentication, Delivery and Dating. 

 Two Officers of each Company shall sign
the Securities on behalf of the Companies and, with respect to any related Guarantees, an Officer of each Guarantor shall sign the Notation of Guarantee on behalf of such Guarantor, in each case by manual or facsimile signature. 

If an Officer of a Company or a Guarantor whose signature is on a Security no longer holds that office at the time the Security or the
Notation of Guarantee, as the case may be, is authenticated, the Security shall be valid nevertheless. 
 A Security shall not be entitled
to any benefit under this Indenture or the related Guarantees or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the
Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and delivered hereunder but never issued and sold by the Companies, and the Companies deliver such Security to the Trustee
for cancellation as provided in Section 2.13, together with a written statement (which need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by
the Companies, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture or the related Guarantees. 

At any time and from time to time after the execution and delivery of this Indenture, the Companies may deliver Securities of any series
executed by the Companies (and if applicable, the Notation of Guarantee for such series executed by each Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for
original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the
Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided
for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original
issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Companies or the Companies’ respective duly
authorized agent, which instructions shall be promptly confirmed in writing. 

  
 12 








 If the form or terms of the Securities of the series have been established in or pursuant to one
or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition
to the Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon: 

(a) an Officers’ Certificate of the Companies setting forth the Board Resolution and, if applicable, an appropriate record
of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and 
 (b) an Opinion of
Counsel to the effect that: 
 (i) the form of such Securities has been established in conformity with the provisions of this
Indenture; 
 (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture;
and 
 (iii) that such Securities and the related Guarantees, if any, when authenticated and delivered by the Trustee and
issued by the Companies in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Companies and the Guarantors, respectively, enforceable against the Companies and the
Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in
effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and
Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. 

The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. 

The Trustee may appoint an authenticating agent acceptable to the Companies to authenticate Securities. Unless limited by the terms of such
appointment, 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 Companies, any Guarantor or an Affiliate of the Companies or any Guarantor. 

  
 13 








 Each Security shall be dated the date of its authentication. 

 

	SECTION 2.05	Registrar and Paying Agent. 

 The Companies shall maintain an office or agency for each
series of Securities where Securities of such series may be presented for registration of transfer or exchange (“Registrar”) and an office or agency where Securities of such series may be presented for payment (“Paying Agent”).
The Registrar shall keep a register of the Securities of such series and of their transfer and exchange. The Companies may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent. 
 The Companies shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Companies shall notify the Trustee of the name and address of any Agent
not a party to this Indenture. The Companies may change any Paying Agent or Registrar without notice to any Holder. If the Companies fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Companies, any Guarantor or any other Subsidiary may act as Paying Agent or Registrar. 
 The Companies initially appoint the Trustee as
Registrar and Paying Agent. 
  

	SECTION 2.06	Paying Agent to Hold Money in Trust. 

 The Companies 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 or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default by the Companies 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 and to
account for any funds disbursed. The Companies at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon payment over to the Trustee and upon accounting for any funds disbursed,
the Paying Agent (if other than the Companies, a Guarantor or another Subsidiary of the Companies) shall have no further liability for the money. If the Companies, a Guarantor or another Subsidiary of the Companies acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Each Paying Agent shall otherwise comply with TIA § 317(b). 

  
 14 









	SECTION 2.07	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 and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar with respect to a series of Securities, the Companies shall furnish to
the Trustee at least five Business Days before each Interest Payment Date with respect to such series of Securities, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders of such series, and the Companies shall otherwise comply with TIA § 312(a). 
  

	SECTION 2.08	Transfer and Exchange. 

 Except as set forth in Section 2.17 or as may be provided
pursuant to Section 2.01: 
 When Securities of any series are presented to the Registrar with the request to register the transfer of
such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its
requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. 

To permit registrations of transfers and exchanges, the Companies shall execute Securities (and if applicable, each Guarantor with respect to
such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or Global Securities. No service charge shall be made to
a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Companies may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the Companies shall not be required to register the transfer or exchange of (a) any Security selected for redemption in whole or in part pursuant to Article III, except the
unredeemed portion of any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms
thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing. 

  
 15 









	SECTION 2.09	Replacement Securities. 

 If any mutilated Security is surrendered to the Trustee, or if
the Holder of a Security claims that the Security has been destroyed, lost or stolen and the Companies and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of such Security, the Companies shall issue, each
Guarantor with respect to such series shall execute the Notation of Guarantee relating to such Security, if any, and the Trustee shall authenticate a replacement Security of the same series if the Trustee’s requirements are met. If any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Companies in their discretion may, instead of issuing a new Security, pay such Security. If required by the Trustee, any Guarantor or the Companies,
such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Companies to protect the Companies, each Guarantor, the Trustee, any Agent or any authenticating agent from any loss that any of them may suffer if
a Security is replaced. The Companies and the Trustee may charge a Holder for their expenses in replacing a Security. 
 Every replacement
Security is an additional obligation of the Companies. 
  

	SECTION 2.10	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 in a Global Security effected by the Trustee hereunder and those described in this Section 2.10 as not
outstanding. 
 If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a protected purchaser. 
 If the principal amount of any Security is considered
paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. 
 A Security does not cease to be
outstanding because a Company, a Guarantor or an Affiliate of the Companies or a Guarantor holds the Security. 
  

	SECTION 2.11	Original Issue Discount, Foreign-Currency Denominated and Treasury Securities. 

 In
determining whether the Holders of the required principal amount of Securities have concurred in any direction, amendment, supplement, waiver or consent, (a) the principal amount of an Original Issue Discount Security shall be the principal
amount thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.02, (b) the principal amount of a Security denominated in a foreign currency shall be the
Dollar equivalent, as determined by the Companies by reference to the noon buying rate in The City of New York for cable transfers for such currency, as such rate is certified for customs purposes by the Federal Reserve Bank of New York (the
“Exchange Rate”) 

  
 16 








 
on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent, as determined by the Companies by
reference to the Exchange Rate on the date of original issuance of such Security, of the amount determined as provided in (a) above), of such Security and (c) Securities owned by the Companies, a Guarantor or any other obligor upon the
Securities or any Affiliate of the Companies, of a Guarantor or of such other obligor shall be disregarded, except that, for the purpose of determining whether the Trustee shall be protected in relying upon any such direction, amendment, supplement,
waiver or consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 
  

	SECTION 2.12	Temporary Securities. 

 Until definitive Securities of any series are ready for delivery,
the Companies may prepare and execute temporary Securities, each Guarantor with respect to such series shall execute the Notation of Guarantee relating to such temporary Securities, if any, and the Trustee shall authenticate such temporary
Securities. Temporary Securities shall be substantially in the form of definitive Securities, but may have variations that the Companies considers appropriate for temporary Securities. Without unreasonable delay, the Companies shall prepare and
execute definitive Securities, each Guarantor with respect to such series shall execute the Notation of Guarantee relating to such definitive Securities, if any, and the Trustee shall authenticate such definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. 
  

	SECTION 2.13	Cancellation. 

 The Companies or any Guarantor 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, payment or redemption or for credit against any sinking fund payment. The Trustee
shall cancel all Securities surrendered for registration of transfer, exchange, payment, redemption, replacement or cancellation or for credit against any sinking fund. Unless the Companies shall direct in writing that canceled Securities be
returned to it, after written notice to the Companies all canceled Securities held by the Trustee shall be disposed of in accordance with the usual disposal procedures of the Trustee, and the Trustee shall maintain a record of their disposal. The
Companies may not issue new Securities to replace Securities that have been paid or that have been delivered to the Trustee for cancellation. 
  

	SECTION 2.14	Payments; Defaulted Interest. 

 Unless otherwise provided as contemplated by
Section 2.01, interest (except defaulted interest) on any Security that is payable, and is punctually paid or duly provided for, on 

  
 17 








 
any Interest Payment Date shall be paid to the Persons who are registered Holders of that Security at the close of business on the record date next preceding such Interest Payment Date, even if
such Securities are canceled after such record date and on or before such Interest Payment Date. The Holder must surrender a Security to a Paying Agent to collect principal payments. Unless otherwise provided with respect to the Securities of any
series, the Companies will pay the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities in Dollars. Such amounts shall be payable at the offices of the Trustee or any Paying Agent, provided
that at the option of the Companies, the Companies may pay such amounts (1) by wire transfer with respect to Global Securities or (2) by check payable in such money mailed to a Holder’s registered address with respect to any
Securities. 
 If the Companies default in a payment of interest on the Securities of any series, the Companies shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest on the defaulted interest, in each case at the rate provided in the Securities of such series and in Section 4.01. The Companies may pay the defaulted interest to the Persons
who are Holders on a subsequent special record date. At least 15 days before any special record date selected by the Companies, the Companies (or the Trustee, in the name of and at the expense of the Companies upon 20 days’ prior written notice
from the Companies setting forth such special record date and the interest amount to be paid) shall mail to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

 

	SECTION 2.15	Persons Deemed Owners. 

 The Companies, the Guarantors, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payments of principal of, premium (if any) or interest on or any Additional Amounts with respect to such
Security and for all other purposes. None of the Companies, any Guarantor, the Trustee, any Agent or any authenticating agent shall be affected by any notice to the contrary. 
  


	SECTION 2.16	Computation of Interest. 

 Except as otherwise specified as contemplated by
Section 2.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a year comprising twelve 30-day months. 

 

	SECTION 2.17	Global Securities; Book-Entry Provisions. 

 If Securities of a series are issuable in
global form as a Global Security, as contemplated by Section 2.01, then, notwithstanding clause (11) of Section 2.01 and the provisions of Section 2.02, any such Global Security shall represent such of the outstanding Securities
of such series as shall be specified therein and may provide that it shall represent the 

  
 18 








 
aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, transfers or redemptions. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of outstanding Securities represented thereby shall be made by the
Trustee (i) in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with
written instructions or such other written form of instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Global Security. Subject to the
provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such Security or in
the applicable Company Order. With respect to the Securities of any series that are represented by a Global Security, the Companies and the Guarantors authorize the execution and delivery by the Trustee of a letter of representations or other
similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such Global Security. Any Global Security may be deposited with the Depositary or its nominee, or may remain in the custody of the
Trustee or the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order has been, or simultaneously is, delivered, any instructions by the Companies
with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel. 

Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depositary, or the Trustee or the Security Custodian as its custodian, or under such Global Security, and the Depositary may be treated by the Companies, any Guarantor, the Trustee or the Security
Custodian and any agent of the Companies, any Guarantor, the Trustee or the Security Custodian as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Global
Security of a series may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of Securities of such series is entitled to take under
this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Companies, any Guarantor, the Trustee or the Security Custodian, or any agent of either Company, any Guarantor, the Trustee or the Security Custodian,
from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of
a beneficial owner of any Security. 
 Notwithstanding Section 2.08, and except as otherwise provided pursuant to Section 2.01,
transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in
accordance with the rules and procedures of the Depositary. Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if, and only if, either (1) the Depositary notifies the
Companies that it is unwilling or unable to continue as Depositary for the Global Security 

  
 19 








 
and a successor Depositary is not appointed by the Companies within 90 days of such notice, (2) an Event of Default has occurred with respect to such series and is continuing and the
Registrar has received a request from the Depositary to issue Securities in lieu of all or a portion of the Global Security (in which case the Companies shall deliver Securities within 30 days of such request) or (3) the Companies in their sole
discretion determine not to have the Securities represented by a Global Security. 
 In connection with any transfer of a portion of the
beneficial interests in a Global Security to beneficial owners pursuant to this Section 2.17, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the
principal amount of the beneficial interests in the Global Security to be transferred, and the Companies shall execute, each Guarantor with respect to such series shall execute the Notation of Guarantee relating to such Global Security, if any, and
the Trustee upon receipt of a Company Order for the authentication and delivery of Securities shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. 

In connection with the transfer of all of the beneficial interests in a Global Security to beneficial owners pursuant to this
Section 2.17, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Companies shall execute, each Guarantor with respect to such series shall execute the Notation of Guarantee relating to such Global
Security, if any, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interests in the Global Security, an equal aggregate principal amount of Securities of authorized
denominations. 
 None of the Companies, any Guarantor or the Trustee will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, Securities by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. None of the Companies, any Guarantor or the Trustee shall be
liable for any delay by the Holder of the Global Security or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Holder of the Global
Security or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). 

The provisions of the last sentence of the third paragraph of Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Companies and the Companies or a Guarantor delivers to the Trustee the Global Security together with written instructions (which need not comply with Section 11.05 and need not be accompanied by an Opinion of
Counsel) with regard to the cancellation or reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the third paragraph of Section 2.04. 

Notwithstanding the provisions of Sections 2.03 and 2.14, unless otherwise specified as contemplated by Section 2.01, payment of
principal of, premium (if any) and interest on and any Additional Amounts with respect to any Global Security shall be made to the Depositary. 

  
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 The Companies in issuing Securities of any series 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 of Securities of such series; 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 of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Companies will promptly notify the Trustee in writing of any change in the CUSIP numbers. 

Notwithstanding anything herein to the contrary, delivery or surrender of a Security shall not be required in the case of Global Securities in
order to obtain the rights or benefits provided hereunder upon the delivery or surrender of a Security. 
 ARTICLE III 

REDEMPTION 
  

	SECTION 3.01	Applicability of Article. 

 Securities of any series that are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 2.01 for Securities of any series) in accordance with this Article III. 

 

	SECTION 3.02	Notice to the Trustee. 

 If the Companies elect to redeem Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date and the principal amount of Securities of such series to be redeemed. The Companies shall so notify the Trustee at least 45 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee) by delivering to the Trustee an Officers’ Certificate stating that such redemption will comply with the provisions of this Indenture and of the Securities of such series. Any such notice may
be canceled at any time prior to the mailing of such notice of such redemption to any Holder and shall thereupon be void and of no effect. 
  

	SECTION 3.03	Selection of Securities To Be Redeemed. 

 If less than all of the Securities of any
series are to be redeemed (unless all of the Securities of such series of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Securities of such series (and tenor) not previously called for redemption, either pro rata, by lot or by such other method as the Trustee shall deem appropriate in accordance with industry standards at the time of such redemption and
that may provide for the selection for redemption of portions (equal to the minimum authorized denomination for 

  
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Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities
of that series or of the principal amount of Global Securities of such series; provided that, if at the time of redemption such Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures,
the principal amount of such Securities held by each beneficial owner of Securities to be redeemed. 
 The Trustee shall promptly notify the
Companies and the Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

For purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in
the case of any of the Securities redeemed or to be redeemed only in part, to the portion of the principal amount thereof which has been or is to be redeemed. 
  

	SECTION 3.04	Notice of Redemption. 

 Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days (or not less than 15 days in the case of convertible Securities) nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such Holder appearing
in the register of Securities maintained by the Registrar. 
 All notices of redemption shall identify the Securities to be redeemed and
shall state: 
 (1) the Redemption Date; 

(2) the Redemption Price (or the method of calculating or determining the Redemption Price); 

(3) that, unless the Companies and the Guarantors default in making the redemption payment, interest on Securities called for
redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Securities is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Securities redeemed; 

(4) if any Security is to be redeemed in part, the portion of the principal amount thereof to be redeemed and that on and after
the Redemption Date, upon surrender for cancellation of such Security to the Paying Agent, a new Security or Securities in the aggregate principal amount equal to the unredeemed portion thereof will be issued without charge to the Holder; 

(5) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price and the name
and address of the Paying Agent; 

  
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 (6) that the redemption is for a sinking or analogous fund, if such is the case;

 (7) if such Securities are convertible into or exchangeable for capital stock, other debt securities (including
Securities), warrants, other equity securities or any other securities or property of the Companies, any Guarantor or any other Person, the name and address of the conversion or exchange agent, the date on which the right to convert or exchange is
terminated and the conversion or exchange rate; and 
 (8) the CUSIP number, if any, relating to such Securities. 

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

	SECTION 3.05	Effect of Notice of Redemption. 

 Once notice of redemption is mailed, Securities called
for redemption become due and payable on the Redemption Date and at the Redemption Price. Upon surrender to the Paying Agent, such Securities called for redemption shall be paid at the Redemption Price, but interest installments whose maturity is on
or prior to such Redemption Date will be payable on the relevant Interest Payment Dates to the Holders of record at the close of business on the relevant record dates specified pursuant to Section 2.01. 

 

	SECTION 3.06	Deposit of Redemption Price. 

 By 11:00 a.m., New York City time, on any Redemption Date,
the Companies or a Guarantor shall deposit with the Trustee or the Paying Agent (or, if the Companies or such Guarantor are acting as the Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day
funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on
that date, other than Securities or portions thereof called for redemption on that date which have been delivered by the Companies or a Guarantor to the Trustee for cancellation. 

If the Companies comply, or a Guarantor complies, with the preceding paragraph, then, unless the Companies and the Guarantors default in the
payment of such Redemption Price, interest on the Securities to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no
further rights with respect to such Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal,
premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case
of Original Issue Discount Securities, such Securities’ yield to maturity. 

  
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	SECTION 3.07	Securities Redeemed in Part. 

 Upon surrender to the Paying Agent of a Security to be
redeemed in part, the Companies shall execute, each Guarantor with respect to such series shall execute the Notation of Guarantee relating to such Security, if any, and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge a new Security or Securities, of the same series and of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal of the
Security so surrendered that is not redeemed. 
  

	SECTION 3.08	Purchase of Securities. 

 Unless otherwise specified as contemplated by
Section 2.01, the Companies, any Guarantor and any Affiliate of the Companies or any Guarantor may at any time purchase or otherwise acquire Securities in the open market or by private agreement. Any such acquisition shall not operate as or be
deemed for any purpose to be a redemption of the indebtedness represented by such Securities. Any Securities purchased or acquired by the Companies or a Guarantor may be delivered to the Trustee and, upon such delivery, the indebtedness represented
thereby shall be deemed to be satisfied. Section 2.13 shall apply to all Securities so delivered. 
  

	SECTION 3.09	Mandatory and Optional Sinking Funds. 

 The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to
as an “optional sinking fund payment.” Unless otherwise provided by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.10. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series and by this Article III. 
  

	SECTION 3.10	Satisfaction of Sinking Fund Payments with Securities. 

 The Companies or a Guarantor may
deliver outstanding Securities of a series (other than any previously called for redemption) and may apply as a credit Securities of a series that have been redeemed either at the election of the Companies pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to the 

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

	SECTION 3.11	Redemption of Securities for Sinking Fund. 

 Not less than 45 days prior (unless a
shorter period shall be satisfactory to the Trustee) to each sinking fund payment date for any series of Securities, the Companies will deliver to the Trustee an Officers’ Certificate of the Companies specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivery of or by crediting Securities
of that series pursuant to Section 3.10 and will also deliver or cause to be delivered to the Trustee any Securities to be so delivered. Failure of the Companies to timely deliver or cause to be delivered such Officers’ Certificate and
Securities specified in this paragraph, if any, shall not constitute a default but shall constitute the election of the Companies (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Companies will make no optional sinking fund payment with respect to such series as provided in this Section.

 If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment
date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $100,000 (or the Dollar equivalent thereof based on the applicable Exchange Rate on the date of original issue of the applicable Securities) or a lesser
sum if the Companies shall so request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption
price together with accrued interest to the date fixed for redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof as aforesaid) or less and the Companies make no such request then it shall be carried over until a sum in
excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available. Not less than 30 days before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 3.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Companies in the manner provided in Section 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.05, 3.06 and 3.07. 

  
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 ARTICLE IV 

COVENANTS 
  

	SECTION 4.01	Payment of Securities. 

 The Companies shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of each series on the dates and in the manner provided in the Securities of such series and in this Indenture. Principal, premium, interest and any Additional Amounts shall be
considered paid on the date due if the Paying Agent (other than the Companies, a Guarantor or a Subsidiary) holds by 11:00 a.m., New York City time, on that date money deposited by the Companies or a Guarantor designated for and sufficient to pay
all principal, premium, interest and any Additional Amounts then due. 
 The Companies shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal and premium (if any), at a rate equal to the then applicable interest rate on the Securities to the extent lawful; and it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and any Additional Amount (without regard to any applicable grace period) at the same rate to the extent
lawful. 
  

	SECTION 4.02	Maintenance of Office or Agency. 

 The Companies will maintain in each Place of Payment
for any series of Securities an office or agency (which may be an office of the Trustee, the Registrar or the Paying Agent) where Securities of that series may be presented for registration of transfer or exchange, where Securities of that series
may be presented for payment and where notices and demands to or upon the Companies or a Guarantor in respect of the Securities of that series and this Indenture may be served. Unless otherwise designated by the Companies by written notice to the
Trustee and the Guarantors, such office or agency shall be the office of the Trustee in The City of New York, which on the date hereof is located at
                                         , New
York, New York                     . The Companies will give prompt written notice to the Trustee and the Guarantors of the location, and any change
in the location, of such office or agency. If at any time the Companies shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Guarantors with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Companies may also from time to time
designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Companies of the obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Companies will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

  
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	SECTION 4.03	SEC Reports; Financial Statements. 

 (a) If the Companies are subject to Section 13
or 15(d) of the Exchange Act, the Companies shall file with the Trustee, within 15 days after it files the same with the SEC, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) that the Companies are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this Indenture is qualified under the TIA, but not otherwise, the
Companies shall also comply with the provisions of TIA § 314(a). 
 (b) If the Companies are not subject to the requirements of
Section 13 or 15(d) of the Exchange Act, the Companies shall furnish to all Holders of Rule 144A Securities and prospective purchasers of Rule 144A Securities designated by the Holders of Rule 144A Securities, promptly upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of 1933, as amended. 
 (c) The
Companies intend to file the reports, information and documents referred to in Section 4.03(a) hereof with the SEC in electronic form pursuant to Regulation S-T promulgated by the SEC using the SEC’s Electronic Data Gathering, Analysis and
Retrieval (“EDGAR”) system. The Companies shall notify the Trustee in the manner prescribed herein of each such filing. The Trustee is hereby authorized and directed to access the EDGAR system for purposes of retrieving the reports so
filed. Compliance with the foregoing shall constitute delivery by the Companies of such reports to the Trustee in compliance with the provisions of TIA § 314(a). The Trustee shall have no duty to search for or obtain any electronic or other
filings that the Companies make with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the reports, information and documents to the Trustee pursuant to this Section 4.03 shall be solely for the
purposes of compliance with this Section 4.03 and with TIA § 314(a). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or of any matter determinable from the
content thereof, including the Companies’ and any Guarantor’s compliance with any of their covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates. 

 

	SECTION 4.04	Compliance Certificate. 

 (a) Each of the Companies and the Guarantors shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Companies and the Guarantors, a statement signed by the principal executive officer, principal financial officer or principal accounting officer of such Company or such Guarantor,
as the case may be, which need not constitute an Officers’ Certificate, complying with TIA § 314(a)(4) and stating that in the course of performance by the signing Officer of his duties as such Officer of such Company or such Guarantor, as
the case may be, he would normally obtain knowledge of the keeping, observing, performing and fulfilling by such Company or such Guarantor, as the case may be, of its obligations under this Indenture, and further stating that to the best of his
knowledge such 

  
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Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action such Company or
such Guarantor, as the case may be, is taking or proposes to take with respect thereto). 
 (b) Any Company or any Guarantor shall, so long
as Securities of any series are outstanding, deliver to the Trustee, as soon as practicable, but in no event more than five Business Days, after any Officer of such Company or such Guarantor, as the case may be, becoming aware of any Default or
Event of Default under this Indenture, an Officers’ Certificate specifying such Default or Event of Default and what action such Company or such Guarantor, as the case may be, is taking or proposes to take with respect thereto. 

 

	SECTION 4.05	Corporate or Other Existence. 

 Subject to Article V, the Companies shall do or cause to
be done all things necessary to preserve and keep in full force and effect their existence. This Section 4.05 shall not prohibit or restrict the Companies from converting into a different form of legal entity. 

 

	SECTION 4.06	Waiver of Stay, Extension or Usury Laws. 

 Each of the Companies and the Guarantors
covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would
prohibit or forgive it from paying all or any portion of the principal of or interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) each of the Companies and the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not 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 had been enacted. 
  

	SECTION 4.07	Additional Amounts. 

 If the Securities of a series expressly provide for the payment of
Additional Amounts, the Companies will pay to the Holder of any Security of such series Additional Amounts as expressly provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium
or interest on, or in respect of, any Security of any series or the net proceeds received from the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in
this Section 4.07 to the extent that, in such context, Additional 

  
 28 








 
Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.07 and express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 

ARTICLE V 
 SUCCESSORS 

 

	SECTION 5.01	Limitations on Mergers and Consolidations. 

 No Company nor any Guarantor shall
consolidate with or merge into any Person, or sell, lease, convey, assign, transfer or otherwise dispose of, in any transaction or series of transactions, all or substantially all of its assets to any Person (other than a consolidation or merger of
a Company and one or more Guarantors or two or more Guarantors, or a sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the assets of a Company to a Guarantor, a Guarantor to a Company or of a Guarantor
to another Guarantor), unless: 
 (1) either (a) such Company or such Guarantor, as the case may be, shall be the
continuing Person or (b) the Person (if other than such Company or such Guarantor) formed by such consolidation or into which such Company or such Guarantor is merged, or to which such sale, lease, conveyance, assignment, transfer or other
disposition shall be made (collectively, the “Successor”), is organized or existing under the laws of the United States of America, any political subdivision thereof or any State thereof or the District of Columbia, and expressly assumes
by supplemental indenture, in the case of such Company, the due and punctual payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of such Company’s
covenants and obligations under this Indenture and the Securities, or, in the case of such Guarantor, the performance of the Guarantee and such Guarantor’s covenants and obligations under this Indenture and the Securities; and 

(2) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default shall have
occurred and be continuing or would result therefrom. 
  

	SECTION 5.02	Successor Person Substituted. 

 Upon any consolidation or merger of a Company or a
Guarantor, as the case may be, or any sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the assets of such Company or such Guarantor in accordance with Section 5.01, the Successor formed by such
consolidation or into which such Company or such Guarantor is merged or to which such sale, lease, conveyance, assignment, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of such
Company or such Guarantor, as the case may be, under this Indenture and the Securities with the 

  
 29 








 
same effect as if such Successor had been named as such Company or such Guarantor, as the case may be, herein, and the predecessor Company or Guarantor, in the case of a sale, conveyance,
assignment, transfer or other disposition, shall be released from all obligations under this Indenture, the Securities and, in the case of a Guarantor, its Guarantee. 

ARTICLE VI 
 DEFAULTS AND REMEDIES

  

	SECTION 6.01	Events of Default. 

 Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board Resolution establishing such series of Securities or in the form of Security for such series, an “Event of Default,” wherever used herein with respect to Securities
of any series, occurs if: 
 (1) the Companies default in the payment of interest on or any Additional Amounts with respect
to any Security of that series when the same becomes due and payable and such default continues for a period of 30 days; 

(2) the Companies default in the payment of (A) the principal of any Security of that series at its Maturity or
(B) premium (if any) on any Security of that series when the same becomes due and payable; 
 (3) the Companies default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and such default continues for a period of 30 days; 

(4) the Companies fail, or any Guarantor with respect to such series fails, to comply with any of their other covenants or
agreements in, or provisions of, the Securities of such series or this Indenture (other than an agreement, covenant or provision that has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than
that series) which shall not have been remedied within the specified period after written notice, as specified in the last paragraph of this Section 6.01; 

(5) the Companies or any Guarantor with respect to such series that is either Kraton or a Significant Subsidiary, pursuant to
or within the meaning of any Bankruptcy Law: 
 (A) commences a voluntary case, 

(B) consents to the entry of an order for relief against it in an involuntary case, 

(C) consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property, or 

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

(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed and in effect
for 90 days and that: 
 (A) is for relief against the Companies or any Guarantor with respect to such series that is Kraton
or a Significant Subsidiary as debtor in an involuntary case, 
 (B) appoints a Bankruptcy Custodian of the Companies or any
Guarantor with respect to such series that is Kraton or a Significant Subsidiary or a Bankruptcy Custodian for all or substantially all of the property of a Company or any Guarantor with respect to such series that is Kraton or a Significant
Subsidiary, or 
 (C) orders the liquidation of a Company or any Guarantor with respect to such series that is Kraton or a
Significant Subsidiary; 
 (7) any Guarantee of any of the Guarantors with respect to such series that is Kraton or a
Significant Subsidiary ceases to be in full force and effect with respect to Securities of that series (except as otherwise provided in this Indenture) or is declared null and void in a judicial proceeding, or any such Guarantor denies or disaffirms
its obligations under this Indenture or such Guarantee; or 
 (8) any other Event of Default provided with respect to
Securities of that series occurs. 
 The term “Bankruptcy Custodian” means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law. 
 The Trustee shall not be deemed to know or have notice of any Default or Event of Default unless a
trust officer at the Corporate Trust Office of the Trustee receives written notice at the Corporate Trust Office of the Trustee of such Default or Event of Default with specific reference to such Default or Event of Default. 

When a Default or Event of Default is cured, it ceases. 

Notwithstanding the foregoing provisions of this Section 6.01, if the principal of, premium (if any) or interest on or Additional Amounts
with respect to any Security is payable in a currency or currencies (including a composite currency) other than Dollars and such currency or currencies are not available to the Companies or a Guarantor for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Companies or such Guarantor (a “Conversion Event”), each of the Companies and the Guarantors will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar equivalent of the amount payable in such other currency, as determined by the Companies or the Guarantor, as the case may be, by reference to the Exchange Rate on the date
of such payment, or, if such rate is not then available, on the basis of the most recently available Exchange Rate. Notwithstanding the foregoing 

  
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provisions of this Section 6.01, any payment made under such circumstances in Dollars where the required payment is in a currency other than Dollars will not constitute an Event of Default
under this Indenture. 
 Promptly after the occurrence of a Conversion Event, the Companies or a Guarantor shall give written notice thereof
to the Trustee; and the Trustee, promptly after receipt of such notice, shall give notice thereof in the manner provided in Section 11.02 to the Holders. Promptly after the making of any payment in Dollars as a result of a Conversion Event, the
Companies or the Guarantor, as the case may be, shall give notice in the manner provided in Section 11.02 to the Holders, setting forth the applicable Exchange Rate and describing the calculation of such payments. 

A Default under clause (4) or (8) of this Section 6.01 is not an Event of Default until the Trustee notifies the Companies and
the Guarantors, or the Holders of at least 25% in principal amount of the then outstanding Securities of the series affected by such Default (or, in the case of a Default under clause (4) of this Section 6.01, if outstanding Securities of
other series are affected by such Default, then at least 25% in principal amount of the then outstanding Securities so affected) notify the Companies, the Guarantors and the Trustee, of the Default, and the Companies or the applicable Guarantor, as
the case may be, fails to cure the Default within 90 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” 

 

	SECTION 6.02	Acceleration. 

 If an Event of Default with respect to any Securities of any series at
the time outstanding (other than an Event of Default specified in clause (5) or (6) of Section 6.01) occurs and is continuing, the Trustee by notice to the Companies and the Guarantors, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Event of Default (or, in the case of an Event of Default described in clause (4) of Section 6.01, if outstanding Securities of other series are affected by such Event
of Default, then at least 25% in principal amount of the then outstanding Securities so affected) by notice to the Companies, the Guarantors and the Trustee, may declare the principal of (or, if any such Securities are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of that series) and all accrued and unpaid interest on all then outstanding Securities of such series or of all series, as the case may be, to be due and payable. Upon
any such declaration, the amounts due and payable on the Securities shall be due and payable immediately. If an Event of Default specified in clause (5) or (6) of Section 6.01 hereof occurs, such amounts shall ipso facto become
and be immediately due and payable without any declaration, notice or other act on the part of the Trustee or any Holder. The Holders of a majority in principal amount of the then outstanding Securities of the series affected by such Event of
Default or all series so affected, as the case may be, by written notice to the Trustee may rescind an acceleration and its consequences (other than nonpayment of principal of or premium or interest on or any Additional Amounts with respect to the
Securities) if (i) the rescission would not conflict with any judgment or decree, (ii) all existing Events of Default with respect to Securities of that series (or of all series, as the case may be) have been cured or waived, except
nonpayment of principal, 

  
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premium, interest or any Additional Amounts that has become due solely because of the acceleration, and (iii) the Trustee has been paid any amounts due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. 
  

	SECTION 6.03	Other Remedies. 

 If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal of, or premium, if any, or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to
the extent permitted by law. 
  

	SECTION 6.04	Waiver of Defaults. 

 Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all series affected thereby (acting as one class) by notice to the Trustee may waive an existing or past Default or Event of Default with respect to such series or all series so
affected, as the case may be, and its consequences (including waivers obtained in connection with a tender offer or exchange offer for Securities of such series or all series so affected or a solicitation of consents in respect of Securities of such
series or all series so affected, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of such series or all series so affected (but the terms of such offer or solicitation may vary from
series to series)), except (1) a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest on or any Additional Amounts with respect to any Security or (2) a continued Default in respect of
a provision that under Section 9.02 cannot be amended or supplemented without the consent of each Holder 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 6.05	Control by Majority. 

 With respect to Securities of any series, the Holders of a
majority in principal amount of the then outstanding Securities of such series may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in 

  
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clause (1), (2), (3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a majority in principal amount of all the then outstanding Securities affected
may direct in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it not relating to or arising under such an Event of Default. However, the Trustee
may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to security or indemnification satisfactory to it
in its sole discretion from Holders directing the Trustee against all losses and expenses caused by taking or not taking such action. 
  

	SECTION 6.06	Limitations on Suits. 

 Subject to Section 6.07 hereof, a Holder of a Security of
any series may pursue a remedy with respect to this Indenture or the Securities of such series or the related Guarantees, if any, only if: 

(1) the Holder gives to the Trustee written notice of a continuing Event of Default with respect to such series; 

(2) the Holders of at least 25% in principal amount of the then outstanding Securities of such series make a written request to
the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer to the Trustee security or indemnity satisfactory to
the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day period, the Holders of a
majority in principal amount of the Securities of such series do not give the Trustee a direction inconsistent with the request. 
 A Holder
may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 
  

	SECTION 6.07	Rights of Holders to Receive Payment. 

 Notwithstanding any other provision of this
Indenture, the right of any Holder of a Security to receive payment of principal of and premium, if any, and interest on and any Additional Amounts with respect to the Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder. 

  
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	SECTION 6.08	Collection Suit by Trustee. 

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

 

	SECTION 6.09	Trustee May File Proofs of Claim. 

 The Trustee is authorized to file such proofs of
claim and other papers or documents and to take such actions, including participating as a member, voting or otherwise, of any committee of creditors, as may be necessary or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Companies or a Guarantor or their respective creditors or properties and shall
be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any Bankruptcy Custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and
other properties which the Holders of the Securities may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the 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. 

  
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	SECTION 6.10	Priorities. 

 If the Trustee collects any money pursuant to this Article VI, it shall pay
out the money in the following order: 
 First: to the Trustee for amounts due under Section 7.07; 

Second: to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has
been collected, for principal, premium (if any), interest and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any
Additional Amounts, respectively; and 
 Third: to the Companies. 

The Trustee, upon prior written notice to the Companies, may fix record dates and payment dates for any payment to Holders pursuant to this
Article VI. 
 To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Companies or a
Guarantor in any court it is necessary to convert the sum due in respect of the principal of, premium (if any) or interest on or Additional Amounts with respect to 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 for purposes of rendering the judgment 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 Business Day in The City of New York next preceding that on which final judgment is given. None of the Companies, any Guarantor or the Trustee shall be liable for any shortfall nor
shall it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time the Trustee converts
the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the Companies and the Guarantors on the claim or claims
underlying such judgment. 
  

	SECTION 6.11	Undertaking for Costs. 

 In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or omitted by it as a trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the then outstanding Securities of any series. 

  
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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 such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in such 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 with respect to the Securities of any series: 

(1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However,
the Trustee shall examine such certificates and opinions to determine whether, on their face, they appear to conform to the requirements of this Indenture. 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that: 
 (1) this paragraph does not limit the effect of Section 7.01(b); 

(2) 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 
 (3) the Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 
 (d)
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 7.01. 

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives security or indemnity satisfactory to it against any loss, liability or expense. 

  
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 (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 Companies and the Guarantors. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. All money received by the Trustee shall, until applied as herein
provided, be held in trust for the payment of the principal of, premium (if any) and interest on and Additional Amounts with respect to the Securities. 
  

	SECTION 7.02	Rights of Trustee. 

 (a) The Trustee may conclusively rely on any document believed by it
to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require instruction, an Officers’ Certificate or an Opinion of Counsel or
both to be provided. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers’ Certificate or Opinion of Counsel. The Trustee may consult at the Companies’ expense
with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care. 
 (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 conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Companies or any Guarantor shall be sufficient if signed by an Officer of the Companies or such Guarantor, as the case may be. 

(f) The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Securities, unless either
(1) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Companies, any Guarantor or by any Holder of
the Securities, and such notice references the Securities and this Indenture. 
 (g) The permissive rights of the Trustee enumerated herein
shall not be construed as duties. 

  
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	SECTION 7.03	May Hold Securities. 

 The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Companies, any Guarantor or any of their respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. However,
the Trustee is 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 Companies’ use of the proceeds from the Securities or any money paid to the Companies or any Guarantor or upon the Companies’ or such Guarantor’s
direction under any provision hereof, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee and it shall not be responsible for any statement or recital herein or any statement in the
Securities other than its certificate of authentication. 
  

	SECTION 7.05	Notice of Defaults. 

 If a Default or Event of Default with respect to the Securities of
any series occurs and is continuing and it is known to the Trustee, the Trustee shall mail to Holders of Securities of such series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium (if any) and interest on and Additional Amounts or any sinking fund installment with respect to the Securities of such series, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of Holders of Securities of such series. 
  

	SECTION 7.06	Reports by Trustee to Holders. 

 Within 60 days after each June 15 of each year
after the execution of this Indenture, the Trustee shall mail to Holders of a series, the Guarantors and the Companies a brief report dated as of such reporting date that complies with TIA § 313(a); provided, however, that if no
event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date with respect to a series, no report need be transmitted to Holders of such series. The Trustee also shall comply with TIA
§ 313(b). The Trustee shall also transmit by mail all reports if and as required by TIA §§ 313(c) and 313(d). 
 A
copy of each report at the time of its mailing to Holders of a series of Securities shall be filed by the Companies or a Guarantor with the SEC and each securities exchange, if any, on which the Securities of such series are listed. The Companies
shall notify the Trustee if and when any series of Securities is listed on any securities exchange. 

  
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	SECTION 7.07	Compensation and Indemnity. 

 The Companies agree to pay to the Trustee for its
acceptance of this Indenture and services hereunder such compensation as the Companies and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Companies agree to reimburse the Trustee upon request for all reasonable disbursements, advances and expenses incurred by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 
 The Companies hereby indemnify the Trustee and any predecessor Trustee against any and all loss,
liability, damage, claim or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance or administration of its duties under this
Indenture, except as set forth in the next following paragraph. The Trustee shall notify the Companies and the Guarantors promptly of any claim for which it may seek indemnity. The Companies shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Companies shall pay the reasonable fees and expenses of such counsel. The Companies need not pay for any settlement made without its consent. 

The Companies shall not be obligated to reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the
Trustee’s negligence or bad faith. 
 To secure the payment obligations of the Companies in this Section 7.07, the Trustee shall
have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of any series. Such
lien and the Companies’ obligations under this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(5) or (6) occurs, the
expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
  

	SECTION 7.08	Replacement of Trustee. 

 A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

The Trustee may resign and be discharged at any time with respect to the Securities of one or more series by so notifying the Companies and
the Guarantors. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee with respect to the Securities of such series by so notifying the Trustee, the Companies and the Guarantors. The
Companies may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 

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

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of one or
more series, the Companies shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series). Within one year after the successor Trustee with respect to the Securities of any series takes office, the
Holders of a majority in principal amount of the Securities of such series then outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Companies. 

If a successor Trustee with respect to the Securities of any series does not take office within 30 days after the retiring or removed Trustee
resigns or is removed, the retiring or removed Trustee (at the expense of the Companies), the Companies, any Guarantor or the Holders of at least 10% in principal amount of the then outstanding Securities of such series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 If the Trustee with
respect to the Securities of a series fails to comply with Section 7.10, any Holder of Securities of such series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with
respect to the Securities of such series. 
 In case of the appointment of a successor Trustee with respect to all Securities, each such
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to the Companies and to the Guarantors. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee
shall have all the rights, powers and duties of the retiring Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07. 
 In case of the appointment of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Companies, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more (but not all) series shall execute and deliver an indenture
supplemental hereto in which each successor Trustee shall accept such appointment and that (1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee


  
 41 








 
with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, and each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. Upon the execution
and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee shall have all the rights, powers and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. On request of the Companies or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all
property held by such retiring Trustee as Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the right to deduct its unpaid fees and
expenses, including attorneys’ fees. 
 Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08, the
obligations of the Companies under Section 7.07 shall continue for the benefit of the retiring Trustee or Trustees. 
  

	SECTION 7.09	Successor Trustee by Merger, etc. 

 Subject to Section 7.10, if the Trustee
consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided, however, that in
the case of a transfer of all or substantially all of its corporate trust business to another corporation, the transferee corporation expressly assumes all of the Trustee’s liabilities hereunder. 

In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have. 
  

	SECTION 7.10	Eligibility; Disqualification. 

 There shall at all times be a Trustee hereunder which
shall be a corporation or banking association organized and doing business under the laws of the United States, any State thereof or the District of Columbia and authorized under such laws to exercise corporate trust power, shall be subject to
supervision or examination by Federal or State (or the District of Columbia) authority and shall have, or be a subsidiary of a bank or bank holding company having, a combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition. 

  
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 The Indenture shall always have a Trustee who satisfies the requirements of TIA
§§ 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions of TIA § 310(b) during the period of time required by this Indenture. Nothing in this Indenture shall prevent the Trustee
from filing with the SEC the application referred to in the penultimate paragraph of TIA § 310(b). 
  

	SECTION 7.11	Preferential Collection of Claims Against the Companies or a Guarantor. 

 The Trustee is
subject to and shall comply with the provisions of TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein. 
 ARTICLE VIII 

DISCHARGE OF INDENTURE 
  

	SECTION 8.01	Termination of the Companies’ and the Guarantors’ Obligations. 

 (a) This
Indenture shall cease to be of further effect with respect to the Securities of a series (except that the Companies’ obligations under Section 7.07, the Trustee’s and Paying Agent’s obligations under Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on demand of the Companies, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with
respect to the Securities of such series, when: 
 (1) either: 

(A) all outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen
Securities that have been replaced or paid) have been delivered to the Trustee for cancellation; or 
 (B) all outstanding
Securities of such series not theretofore delivered to the Trustee for cancellation: 
  

	 	(i)	have become due and payable, or 

  

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

  

	 	(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companies, 


  
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 and, in the case of clause (i), (ii) or (iii) above, a Company or a Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the Holders in the case of clause (i)) in trust for such purpose (x) money in the currency in which payment of the Securities of such series is
to be made in an amount, or (y) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in the currency in which payment of the
Securities of such series is to be made in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series for principal and interest to the date of such deposit (in the case of Securities which have become due and
payable) or for principal, premium, if any, and interest to the Stated Maturity or Redemption Date, as the case may be; or 

(C) the Companies and the Guarantors have properly fulfilled such other means of satisfaction and discharge as is specified, as
contemplated by Section 2.01, to be applicable to the Securities of such series; 
 (2) a Company or a Guarantor has
paid or caused to be paid all other sums payable by them hereunder with respect to the Securities of such series; and 
 (3)
the Companies have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, together with an
Opinion of Counsel to the same effect. 
 (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a
series as contemplated by Section 2.01, the Companies may, at the Companies’ option, terminate certain of their and the Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with respect to the
Securities of a series if: 
 (1) a Company or a Guarantor has irrevocably deposited or caused to be irrevocably deposited
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 Securities of such series, (i) money in the currency in which
payment of the Securities of such series is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability of money in
the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if any) 

  
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and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided
in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds of such Government Obligations to the payment of said principal,
premium (if any) and interest with respect to the Securities of such series as the same shall become due; 
 (2) the
Companies have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with, and an Opinion of
Counsel to the same effect; 
 (3) 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; 
 (4) the Companies shall have delivered to the Trustee an Opinion
of Counsel from a nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by the United States Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for United States
Federal income tax purposes as a result of the Companies’ exercise of the option under this Section 8.01(b) and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would
have been the case if such option had not been exercised; 
 (5) the Companies and the Guarantors have complied with any
additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant to this Section 8.01; and 

(6) such deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). 

In such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the
Companies, shall execute proper instruments acknowledging satisfaction and discharge under this Indenture. However, the Companies’ and the Guarantors’ respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08,
8.04 and 10.01, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no longer
outstanding. Thereafter, only the Companies’ obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall survive with respect to Securities of such series. 

After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the
Trustee upon request shall acknowledge in writing the discharge of the Companies’ and the Guarantors’ obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above.


  
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 In order to have money available on a payment date to pay principal of or premium (if any) or
interest on the Securities, the Government Obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer’s
option. 
 (c) If the Companies and the Guarantors have previously complied or are concurrently complying with Section 8.01(b) (other
than any additional conditions specified pursuant to Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to
Securities of such series as contemplated by Section 2.01, the Companies may elect that their and the Guarantors’ respective obligations to make payments with respect to Securities of such series be discharged (“legal
defeasance”), if: 
 (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof
shall have occurred at any time during the period ending on the 91st day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 

(2) unless otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Companies
have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a
private letter ruling issued by the United States Internal Revenue Service addressed to the Companies, (ii) a published ruling of the United States Internal Revenue Service pertaining to a comparable form of transaction or (iii) a change
in the applicable United States Federal income tax law (including regulations) after the date of this Indenture; 
 (3) the
Companies and the Guarantors have complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series pursuant to this Section 8.01(c); and 

(4) the Companies have delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such
series and an Officers’ Certificate stating that all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. 

In such event, the Companies and the Guarantors will be discharged from their respective obligations under this Indenture and the Securities
of such series to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series, the Companies’ and the Guarantors’ respective obligations under Sections 4.01, 4.02 and 10.01 shall
terminate with respect to such Securities, and the entire indebtedness of the Companies evidenced by such Securities and of the Guarantors evidenced by the related Guarantees, if any, shall be deemed paid and discharged. 

  
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 (d) If and to the extent additional or alternative means of satisfaction, discharge or defeasance
of Securities of a series are specified to be applicable to such series as contemplated by Section 2.01, each of the Companies and the Guarantors may terminate any or all of its obligations under this Indenture with respect to Securities of a
series and any or all of its obligations under the Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such
series. 
 (e) If Securities of any series subject to subsection (a), (b), (c) or (d) of this Section 8.01 are to be redeemed
prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such redemption, and the
Companies shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companies. 

 

	SECTION 8.02	Application of Trust Money. 

 The Trustee or a trustee satisfactory to the Trustee and
the Companies shall hold in trust money or Government Obligations deposited with it pursuant to Section 8.01 hereof. It shall apply the deposited money and the money from Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of the series with respect to which the deposit was made. 

 

	SECTION 8.03	Repayment to Companies or Guarantor. 

 The Trustee and the Paying Agent shall promptly
pay to the Companies or any Guarantor any excess money or Government Obligations (or proceeds therefrom) held by them at any time upon the written request of the Companies. 

Subject to the requirements of any applicable abandoned property laws, the Trustee and the Paying Agent shall pay to the Companies upon
written request any money held by them for the payment of principal, premium (if any), interest or any Additional Amounts that remains unclaimed for two years after the date upon which such payment shall have become due. After payment to the
Companies, Holders entitled to the money must look to the Companies for payment as general creditors unless an applicable abandoned property law designates another Person, and all liability of the Trustee and the Paying Agent with respect to such
money shall cease. 

  
 47 









	SECTION 8.04	Reinstatement. 

 If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations 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 Companies and the Guarantors 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 or Government Obligations in accordance with Section 8.01; provided, however, that if a Company or
any Guarantor has made any payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, such Company or such Guarantor, as the case may be, shall
be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee or the Paying Agent. 

ARTICLE IX 
 SUPPLEMENTAL
INDENTURES AND AMENDMENTS 
  

	SECTION 9.01	Without Consent of Holders. 

 The Companies, the Guarantors and the Trustee may amend or
supplement this Indenture or the Securities or waive any provision hereof or thereof without the consent of any Holder: 

(1) to cure any ambiguity, omission, defect or inconsistency; 

(2) to comply with Section 5.01; 

(3) to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the
issuance of bearer Securities (with or without coupons); 
 (4) to provide any security for, or to add any guarantees of or
additional obligors on, any series of Securities or the related Guarantees, if any; 
 (5) to comply with any requirement in
order to effect or maintain the qualification of this Indenture under the TIA; 
 (6) to add to the covenants of the
Companies or any Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for
the benefit of such series), or to surrender any right or power herein conferred upon the Companies or any Guarantor; 

  
 48 








 (7) to add any additional Events of Default with respect to all or any series of
the Securities (and, if any such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); 

(8) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall
become effective only when there is no outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such change in or elimination of such
provision; 
 (9) to establish the form or terms of Securities of any series as permitted by Section 2.01; 

(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities
in any material respect; or 
 (11) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 7.08. 
 Upon the request of the Companies, accompanied by a Board Resolution, and upon receipt
by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Companies and the Guarantors in the execution of any supplemental indenture authorized or permitted by the terms of this
Indenture and make any further appropriate agreements and stipulations that may be therein contained. 
  

	SECTION 9.02	With Consent of Holders. 

 Except as provided below in this Section 9.02, the
Companies, the Guarantors and the Trustee may amend or supplement this Indenture with the consent (including consents obtained in connection with a tender offer or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or all series, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of each such series (but the terms of such
offer or solicitation may vary from series to series)) of the Holders of at least a majority in principal amount of the then outstanding Securities of all series affected by such amendment or supplement (acting as one class). 

Upon the request of the Companies, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence of the consent of the
Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Companies and the Guarantors in the execution of such amendment or supplemental
indenture. 

  
 49 








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

The Holders of a majority in principal amount of the then outstanding Securities of one or more series or of all series (acting as one class)
may waive compliance in a particular instance by the Companies or any Guarantor with any provision of this Indenture with respect to Securities of such series (including waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities of such series, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of such series (but the terms of such
offer or solicitation may vary from series to series)). 
 However, without the consent of each Holder affected, an amendment, supplement or
waiver under this Section 9.02 may not: 
 (1) reduce the amount of Securities whose Holders must consent to an
amendment, supplement or waiver; 
 (2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security; 
 (3) reduce the principal of, any premium on or any mandatory sinking fund payment with respect
to, or change the Stated Maturity of, any Security or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02;

 (4) reduce the premium, if any, payable upon the redemption of any Security or change the time at which any Security may
or shall be redeemed; 
 (5) change any obligation of the Companies or any Guarantor to pay Additional Amounts with respect
to any Security; 
 (6) change the coin or currency or currencies (including composite currencies) in which any Security or
any premium, interest or Additional Amounts with respect thereto are payable; 
 (7) impair the right to institute suit for
the enforcement of any payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to any Security pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06; 

(8) make any change in the percentage of principal amount of Securities necessary to waive compliance with certain provisions
of this Indenture pursuant to Section 6.04 or 6.07 or make any change in this sentence of Section 9.02; 

  
 50 








 (9) waive a continuing Default or Event of Default in the payment of principal
of, premium (if any) or interest on or Additional Amounts with respect to the Securities; 
 (10) except as provided in
Section 10.04, release any Guarantor or modify the related Guarantee in any manner materially adverse to the Holders; or 

(11) if applicable, make any change that materially and adversely affects the right to convert any Security. 

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other series. 
 The right of any Holder to participate in any consent required or sought pursuant to
any provision of this Indenture (and the obligation of the Companies or any Guarantor to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any
Securities with respect to which such consent is required or sought as of a date identified by the Companies or such Guarantor in a notice furnished to Holders in accordance with the terms of this Indenture. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Companies shall mail to the Holders of each
Security affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Companies to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver. 
  

	SECTION 9.03	Compliance with the Trust Indenture Act. 

 Every amendment or supplement to this
Indenture or the Securities shall comply in form and substance with the TIA as then in effect. 
  

	SECTION 9.04	Revocation and Effect of Consents. 

 Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder 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 or her Security or portion of a Security if the Trustee receives written notice of revocation before a date and time therefor identified by the
Companies or any Guarantor in a notice furnished to such Holder in accordance with the terms of this Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

  
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 The Companies or any Guarantor may, but shall not be obligated to, fix a record date (which need
not comply with TIA § 316(c)) for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver or to take any other action under this Indenture. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consents from Holders of the principal amount of
Securities required hereunder for such amendment or waiver to be effective shall have also been given and not revoked within such 90-day period. 

After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it is of the type described in any of clauses
(1) through (9) of Section 9.02 hereof. In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting Holder’s
Security. 
  

	SECTION 9.05	Notation on or Exchange of Securities. 

 If an amendment or supplement changes the terms
of an outstanding Security, the Companies may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security at the request of the Companies regarding the changed terms and return it to
the Holder. Alternatively, if the Companies so determine, the Companies in exchange for the Security shall issue, each Guarantor with respect to such series shall execute the Notation of Guarantee relating to such Security, if any, and the Trustee
shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment or supplement. 

Securities of any series authenticated and delivered after the execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such amendment or supplement. 
  

	SECTION 9.06	Trustee to Sign Amendments, etc. 

 The Trustee shall sign any amendment or supplement
authorized pursuant to this Article if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplement, the Trustee shall be entitled to receive, in addition to the documents required by Section 11.04, and, subject to Section 7.01 hereof, shall be fully protected in relying upon, an Opinion of Counsel provided at the
expense of the Companies or a Guarantor to the effect that such amendment or supplement is authorized or permitted by this Indenture. 

  
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 ARTICLE X 

GUARANTEE 
  

	SECTION 10.01	Guarantee. 

 (a) Notwithstanding any provision of this Article X to the contrary, the
provisions of this Article X relating to the Guarantors shall be applicable only to, and inure solely to the benefit of, the Securities of any series designated, pursuant to Section 2.01, as entitled to the benefits of the related Guarantee of
each of the Guarantors. 
 (b) For value received, each of the Guarantors hereby fully, unconditionally and absolutely guarantees (each, a
“Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the
Companies, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of the Securities and this
Indenture, subject to the limitations set forth in Section 10.03. 
 (c) Failing payment when due of any amount guaranteed pursuant to
the related Guarantee, for whatever reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantees hereunder is intended to be a general, unsecured, unsubordinated obligation of the related
Guarantor and will rank pari passu in right of payment with all Debt of such Guarantor that is not, by its terms, expressly subordinated in right of payment to such Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall
be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, its Guarantee, the Guarantee of any other Guarantor or this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Companies or any Guarantor, or any action to enforce the same or any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of the Guarantors. Each of the Guarantors hereby agrees that in the event of a default in payment of the principal of, or premium, if any, or interest on the Securities of such series, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set
forth in this Indenture, directly against such Guarantor to enforce such Guarantee without first proceeding against the Companies or any other Guarantor. 

(d) The obligations of each of the Guarantors under this Article X shall be as aforesaid full, unconditional and absolute and shall not be
impaired, modified, released or limited by any occurrence or condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the
obligations and liabilities of the Companies or any of the Guarantors contained in the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Companies, any of the Guarantors or any of
their estates in bankruptcy, or any 

  
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remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any
court, (iii) the assertion or exercise by the Companies, any of the Guarantors or the Trustee of any rights or remedies under the Securities or this Indenture or their delay in or failure to assert or exercise any such rights or remedies,
(iv) the assignment or the purported assignment of any property as security for the Securities, including all or any part of the rights of the Companies or any of the Guarantors under this Indenture, (v) the extension of the time for
payment by the Companies or any of the Guarantors of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of the Securities or this Indenture or of the time for performance by the Companies or any of
the Guarantors of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or
obligation of the Companies or any of the Guarantors set forth in this Indenture, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, the Companies or any of the Guarantors or any of their
respective assets, or the disaffirmance of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Companies or any of the Guarantors from the performance or observance of any agreement,
covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of the Securities of such series, the related Guarantees or this Indenture or (x) any other circumstances (other than payment
in full or discharge of all amounts guaranteed pursuant to the related Guarantees) which might otherwise constitute a legal or equitable discharge of a surety or guarantor. 

(e) Each of the Guarantors hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the event of the
merger, insolvency or bankruptcy of the Companies or any of the Guarantors, and all demands whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing its Guarantee may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing its Guarantee without notice to it and (iii) covenants that its Guarantee will not be discharged except by complete performance of such
Guarantee. Each of the Guarantors further agrees that if at any time all or any part of any payment theretofore applied by any Person to its Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation,
the insolvency, bankruptcy or reorganization of the Companies or any of the Guarantors, such Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such
application, and such Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made. 

(f) Each of the Guarantors shall be subrogated to all rights of the Holders and the Trustee against the Companies in respect of any amounts
paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor, shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until all of the
Securities of such series and the related Guarantees shall have been paid in full or discharged. 

  
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	SECTION 10.02	Execution and Delivery of Guarantees. 

 To further evidence its Guarantee set forth in
Section 10.01, each of the Guarantors hereby agrees that a notation relating to such Guarantee (the “Notation of Guarantee”), substantially in the form attached hereto as Annex A, shall be endorsed on each Security of the series
entitled to the benefits of such Guarantee authenticated and delivered by the Trustee, which Notation of Guarantee shall be executed by either manual or facsimile signature of an Officer of such Guarantor. Each of the Guarantors hereby agrees that
its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security the Notation of Guarantee relating to such Guarantee. If any Officer of such Guarantor, whose signature is on
this Indenture or the Notation of Guarantee no longer holds that office at the time the Trustee authenticates such Security or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security of a
series entitled to the benefits of a Guarantee under this Article X by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Guarantor. 

 

	SECTION 10.03	Limitation on Liability of the Guarantors. 

 Each Guarantor and by its acceptance hereof
each Holder of a Security of a series entitled to the benefits of a Guarantee under this Article X hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, the Holders of a Security entitled to the benefits of such Guarantee and the Guarantors hereby irrevocably agree that the obligations
of each Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. 

 

	SECTION 10.04	Release of Guarantors from Guarantee. 

 (a) Notwithstanding any other provisions of this
Indenture, the Guarantee of any Guarantor may be released upon the terms and subject to the conditions set forth in this Section 10.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee
incurred by a Guarantor pursuant to this Article X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of
the Companies, of all of the Companies’ direct or indirect equity interests in such Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Guarantor into the Companies or
any other Guarantor or the liquidation and dissolution of 

  
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such Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) following delivery of a written notice of such release or discharge by the Companies to the Trustee, upon
the release or discharge of all guarantees by such Guarantor of any Debt of the Companies other than obligations arising under this Indenture and any Securities issued hereunder, except a discharge or release by or as a result of payment under such
guarantees. 
 (b) The Trustee shall deliver an appropriate instrument evidencing any release of a Guarantor from its Guarantee upon receipt
of a written request of the Companies accompanied by an Officers’ Certificate and an Opinion of Counsel that the Guarantor is entitled to such release in accordance with the provisions of this Indenture. If the Guarantor is not so released it
shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject to the limitations of Section 10.03. 

 

	SECTION 10.05	Contribution. 

 In order to provide for just and equitable contribution among the
Guarantors, the Guarantors hereby agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding Guarantor shall be entitled to a contribution from
each other Guarantor (as applicable) in a pro rata amount based on the net assets of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Companies’
obligations with respect to the Securities of a series entitled to the benefits of a Guarantee under this Article X or any other Guarantor’s obligations with respect to its Guarantee of such series of Securities. 

ARTICLE XI 
 MISCELLANEOUS 

 

	SECTION 11.01	Trust Indenture Act Controls. 

 If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by operation of TIA § 318(c), the imposed duties shall control. 
  

	SECTION 11.02	Notices. 

 Any notice or communication by the Companies, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in person or mailed by first-class mail 

  
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(registered or certified, return receipt requested), telex, facsimile or overnight air courier guaranteeing next day delivery, to the other’s address: 

If to the Companies or any Guarantor: 

Kraton Polymers LLC 
 Kraton
Polymers Capital Corporation 
 c/o Kraton Performance Polymers, Inc. 

15710 John F. Kennedy Boulevard 

Suite 300 
 Houston, Texas 77032

 Telephone: (281) 504-4700 

Facsimile: (281) 504-4741 

Attention: General Counsel 
 If
to the Trustee: 
 Attn: 

Telephone:                     

Facsimile:                     

The Companies, any Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or
communications. 
 All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if by facsimile; and the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery. 
 Any notice or communication to a Holder shall be mailed by first-class mail,
postage prepaid, to the Holder’s address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only when received. 
 If a Company or a Guarantor mails a notice
or communication to Holders, it shall mail a copy to the other Company and the other Guarantors, as the case may be, and to the Trustee and each Agent at the same time. 

All notices or communications, including without limitation notices to the Trustee, the Companies or a Guarantor by Holders, shall be in
writing, except as otherwise set forth herein. 

  
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 In case by reason of the suspension of regular mail service, or by reason of any other cause, it
shall be impossible to mail any notice required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. 

 

	SECTION 11.03	Communication by Holders with Other Holders. 

 Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Companies, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 

 

	SECTION 11.04	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or application by
the Companies or a Guarantor to the Trustee to take any action under this Indenture, the Companies or such Guarantor, as the case may be, shall, if requested by the Trustee, furnish to the Trustee at the expense of the Companies or such Guarantor,
as the case may be: 
 (1) an Officers’ Certificate (which shall include the statements set forth in Section 11.05)
stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel (which shall include the statements set forth in Section 11.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been complied with. 
  

	SECTION 11.05	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 § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 

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

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

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

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 

 

	SECTION 11.06	Rules by Trustee and Agents. 

 The Trustee may make reasonable rules for action by or at
a meeting of Holders. The Registrar or the Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  

	SECTION 11.07	Legal Holidays. 

 If a payment date is a Legal Holiday at a Place of Payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
  

	SECTION 11.08	No Recourse Against Others. 

 A director, manager, officer, employee, stockholder,
member, partner or other owner of the Companies, a Guarantor or the Trustee, as such, shall not have any liability for any obligations of the Companies under the Securities, for any obligations of any Guarantor under the Guarantee, or for any
obligations of the Companies, any Guarantor or the Trustee under this 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 shall be part of the consideration for the issuance of Securities. 
  

	SECTION 11.09	Governing Law. 

 THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THE LAWS OF THE STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

  
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	SECTION 11.10	No Adverse Interpretation of Other Agreements. 

 This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Companies, any Guarantor or any Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

 

	SECTION 11.11	Successors. 

 All agreements of the Companies and each of the Guarantors in this
Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. 
  

	SECTION 11.12	Severability. 

 In case any provision in this Indenture or in the Securities or in any
Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall, to the fullest extent permitted by applicable law, not in any way be affected or impaired thereby. 

 

	SECTION 11.13	Counterpart Originals. 

 The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. 
  

	SECTION 11.14	Table of Contents, Headings, etc. 

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

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

			
	 KRATON POLYMERS LLC

KRATON POLYMERS CAPITAL CORPORATION

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 KRATON PERFORMANCE POLYMERS, INC. KRATON POLYMERS U.S. LLC

ELASTOMERS HOLDINGS LLC

		
	By:	 	  

	Name:	 	
	Title:	 	









 
			
	[                     
                    ], as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	









 ANNEX A 

NOTATION OF GUARANTEE 
 Each of
the Guarantors (which term includes any successor Person under the Indenture) has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment
of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under the Indenture and the Securities by the Companies. 

The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly
set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. 
  

			
	[NAME OF GUARANTOR]
		
	By:	 	  

	Name:	 	
	Title: