Form of Indenture



 Exhibit 4.2 
 ELECTRONIC ARTS INC. 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee 
 Indenture 
 Dated as of___________, 2008 
 Debt Securities








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

					
	 TIA Section
	  	Indenture
Section
	310	 	(a)(1)	  	6.10
		 	(a)(2)	  	6.10
		 	(a)(3)	  	N.A.
		 	(a)(4)	  	N.A.
		 	(a)(5)	  	6.10
		 	(b)	  	6.8; 6.10
		 	(c)	  	N.A.
	311	 	(a)	  	6.11
		 	(b)	  	6.11
		 	(c)	  	N.A.
	312	 	(a)	  	2.6
		 	(b)	  	10.3
		 	(c)	  	10.3
	313	 	(a)	  	6.6
		 	(b)(1)	  	N.A.
		 	(b)(2)	  	6.6
		 	(c)	  	6.6
		 	(d)	  	6.6
	314	 	(a)	  	3.4
		 	(b)	  	N.A.
		 	(c)(1)	  	10.4
		 	(c)(2)	  	10.4
		 	(c)(3)	  	N.A.
		 	(d)	  	N.A.
		 	(e)	  	10.5
		 	(f)	  	N.A.
	315	 	(a)	  	6.1
		 	(b)	  	6.5
		 	(c)	  	6.1
		 	(d)	  	6.1
		 	(e)	  	5.11
	316	 	(a)(last sentence)	  	2.10
		 	(a)(1)(A)	  	5.5
		 	(a)(1)(B)	  	5.4
		 	(a)(2)	  	N.A.
		 	(b)	  	5.7
		 	(c)	  	N.A.
	317	 	(a)(1)	  	5.8
		 	(a)(2)	  	5.9
		 	(b)	  	2.4
	318	 	(a)	  	10.1
		 	(b)	  	N.A.
		 	(c)	  	N.A.
			
		 	N.A. means “Not Applicable.”	  	

  

	Note:  	This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 








 TABLE OF CONTENTS 
  


					
	 	  	Page
	
	 ARTICLE I
 DEFINITIONS AND INCORPORATION BY REFERENCE

			
	SECTION 1.1	  	Definitions	  	1
			
	SECTION 1.2	  	Other Definitions	  	4
			
	SECTION 1.3	  	Incorporation by Reference of TIA	  	4
			
	SECTION 1.4	  	Rules of Construction	  	4
	
	 ARTICLE II
 THE SECURITIES

			
	SECTION 2.1	  	Securities Issuable in Series	  	5
			
	SECTION 2.2	  	Form and Dating	  	7
			
	SECTION 2.3	  	Execution and Authentication	  	7
			
	SECTION 2.4	  	Registrar and Paying Agent	  	8
			
	SECTION 2.5	  	Paying Agent To Hold Money in Trust	  	8
			
	SECTION 2.6	  	Securityholder Lists	  	9
			
	SECTION 2.7	  	Transfer and Exchange	  	9
			
	SECTION 2.8	  	Replacement Securities	  	11
			
	SECTION 2.9	  	Outstanding Securities	  	11
			
	SECTION 2.10	  	Determination of Holders’ Action	  	11
			
	SECTION 2.11	  	Temporary Securities	  	12
			
	SECTION 2.12	  	Cancellation	  	12
			
	SECTION 2.13	  	Defaulted Interest	  	12
			
	SECTION 2.14	  	Global Securities	  	12
			
	SECTION 2.15	  	CUSIP Numbers	  	13
	
	 ARTICLE III
 COVENANTS

			
	SECTION 3.1	  	Payment of Securities	  	13
			
	SECTION 3.2	  	Maintenance of Office or Agency	  	13

  

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	SECTION 3.3	  	Compliance Certificate	  	14
			
	SECTION 3.4	  	SEC Reports	  	14
			
	SECTION 3.5	  	Additional Amounts	  	14
			
	SECTION 3.6	  	Stay, Extension and Usury Laws	  	15
			
	SECTION 3.7	  	Corporate Existence	  	15
	
	 ARTICLE IV
 CONSOLIDATION, MERGER, SALE AND LEASE

			
	SECTION 4.1	  	Merger and Consolidation of Company	  	15
			
	SECTION 4.2	  	Successor Substituted	  	16
	
	 ARTICLE V
 DEFAULTS AND REMEDIES

			
	SECTION 5.1	  	Events of Default	  	16
			
	SECTION 5.2	  	Acceleration	  	17
			
	SECTION 5.3	  	Other Remedies	  	17
			
	SECTION 5.4	  	Waiver of Past Defaults	  	18
			
	SECTION 5.5	  	Control by Majority	  	18
			
	SECTION 5.6	  	Limitation on Suits	  	18
			
	SECTION 5.7	  	Rights of Holders To Receive Payment	  	18
			
	SECTION 5.8	  	Collection Suit by Trustee	  	19
			
	SECTION 5.9	  	Trustee May File Proofs of Claim	  	19
			
	SECTION 5.10	  	Priorities	  	19
			
	SECTION 5.11	  	Undertaking for Costs	  	19
			
	SECTION 5.12	  	Restoration of Rights and Remedies	  	20
	
	 ARTICLE VI
 TRUSTEE

			
	SECTION 6.1	  	Duties of Trustee	  	20
			
	SECTION 6.2	  	Rights of Trustee	  	21
			
	SECTION 6.3	  	Individual Rights of Trustee	  	21
			
	SECTION 6.4	  	Trustee’s Disclaimer	  	21

  

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	SECTION 6.5	  	Notice of Defaults	  	21
			
	SECTION 6.6	  	Reports by Trustee to Holders	  	22
			
	SECTION 6.7	  	Compensation and Indemnity	  	22
			
	SECTION 6.8	  	Replacement of Trustee	  	22
			
	SECTION 6.9	  	Successor Trustee by Merger, etc	  	24
			
	SECTION 6.10	  	Eligibility; Disqualification; Conflicting Interests	  	24
			
	SECTION 6.11	  	Preferential Collection of Claims Against Company	  	24
	
	 ARTICLE VII
 SATISFACTION AND DISCHARGE OF INDENTURE

			
	SECTION 7.1	  	Discharge of Liability on Securities	  	24
			
	SECTION 7.2	  	Termination of Company’s Obligations	  	25
			
	SECTION 7.3	  	Defeasance and Discharge of Indenture	  	25
			
	SECTION 7.4	  	Defeasance of Certain Obligations	  	27
			
	SECTION 7.5	  	Application of Trust Money	  	28
			
	SECTION 7.6	  	Repayment to Company	  	28
			
	SECTION 7.7	  	Reinstatement	  	28
			
	SECTION 7.8	  	Deposited Money and U.S. Government Obligations to be Held in Trust: Miscellaneous Provisions	  	29
			
	SECTION 7.9	  	Terms and Conditions of Defeasance Subject to SECTION 2.1	  	29
	
	 ARTICLE VIII
 AMENDMENTS AND SUPPLEMENTS

			
	SECTION 8.1	  	Without Consent of Holders	  	29
			
	SECTION 8.2	  	With Consent of Holders	  	30
			
	SECTION 8.3	  	Compliance with Trust Indenture Act	  	30
			
	SECTION 8.4	  	Revocation and Effect of Consents	  	30
			
	SECTION 8.5	  	Notation on or Exchange of Securities	  	30
			
	SECTION 8.6	  	Trustee To Sign Amendments	  	31
			
	SECTION 8.7	  	Fixing of Record Dates	  	31

  

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	 ARTICLE IX
 REDEMPTION

			
	SECTION 9.1	  	Applicability of Article	  	31
			
	SECTION 9.2	  	Election to Redeem; Notice to Trustee	  	31
			
	SECTION 9.3	  	Selection by Trustee of Securities to be Redeemed	  	31
			
	SECTION 9.4	  	Notice of Redemption	  	32
			
	SECTION 9.5	  	Deposit of Redemption Price	  	32
			
	SECTION 9.6	  	Securities Redeemed in Part	  	32
			
	SECTION 9.7	  	Effect of Notice of Redemption	  	33
	
	 ARTICLE X
 MISCELLANEOUS

			
	SECTION 10.1	  	Trust Indenture Act Controls	  	33
			
	SECTION 10.2	  	Notices	  	33
			
	SECTION 10.3	  	Communication by Holders with Other Holders	  	34
			
	SECTION 10.4	  	Certificate and Opinion as to Conditions Precedent	  	34
			
	SECTION 10.5	  	Statements Required in Certificate or Opinion	  	34
			
	SECTION 10.6	  	Rules by Trustee and Agents	  	34
			
	SECTION 10.7	  	Legal Holidays	  	34
			
	SECTION 10.8	  	No Recourse Against Others	  	34
			
	SECTION 10.9	  	Counterparts	  	34
			
	SECTION 10.10	  	Governing Law	  	35
			
	SECTION 10.11	  	No Adverse Interpretation of Other Agreements	  	35
			
	SECTION 10.12	  	Successors	  	35
			
	SECTION 10.13	  	Severability	  	35
			
	SECTION 10.14	  	Table of Contents, Headings, Etc.	  	35
			
	SECTION 10.15	  	Calculation of Foreign Currency Amounts	  	35
		
	SIGNATURES	  	
		
	EXHIBIT A — Form of Security	  	A-1

  

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 INDENTURE, dated as of ___________, 2008, between Electronic Arts Inc., a Delaware corporation (the
“Company”), and Wells Fargo Bank, National Association, a national banking corporation (the “Trustee”). 
 WHEREAS, the Company desires to issue debt securities in one or more series from time to time hereunder in an unlimited aggregate principal amount; and 
 WHEREAS, the Trustee desires to act as Trustee with respect to such securities; 
 NOW, THEREFORE, each party
agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of such securities or of series thereof: 
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.1 Definitions. 
 “Affiliate” of any specified Person means any other Person,
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any Person, means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. 
 “Agent” means, with respect to any Series of Securities, any Registrar, Paying Agent,
authenticating agent, co-registrar or additional paying agent appointed pursuant to this Indenture with respect to such Series. 
 “Board of Directors” means the Board of Directors of the Company or any authorized committee thereof. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 
 “Business Day” means for a particular series, any day except a Saturday,
Sunday or a Legal Holiday in The City of New York on which banking institutions, or a place of payment, are authorized or required by law, regulation or executive order to close. 
 “Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation or any and all equivalent ownership interests in a Person (other than a corporation). 
 “Code” means the
Internal Revenue Code of 1986, as amended. 
 “Common Stock” means the Common Stock, par value $0.01 per share, of the
Company. 
 “Company” means the party named as such in this Indenture until a successor replaces it pursuant to the terms
and conditions of this Indenture and thereafter means the successor. 
 “Default” means any event which is, or after notice
or passage of time or both would be, an Event of Default. 
 “Defaulted Interest” means any interest on any Security which
is payable, but is not punctually paid or duly provided for on any Interest Payment Date, such Defaulted Interest to accrue (except as otherwise provided in accordance with Section 2.1) at the same rate per annum as interest accrued or
accreted, as the case may be, on the Business Day immediately preceding such Interest Payment Date. 
  

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 “Depository” means The Depository Trust Company, its nominees, and their respective
successors until a successor Depository shall have become such pursuant to the applicable provisions of this Indenture and thereafter “Depository” shall mean or include each Person who is then a Depository hereunder. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “GAAP” means generally accepted accounting principles in the United States of America as in effect and, to the extent optional, adopted
by the Company, on the date of the Indenture, consistently applied. 
 “Holder” or “Securityholder” means
the Person in whose name a Security is registered on the Registrar’s books. 
 “Indebtedness” of any Person means,
without duplication, (i) the principal in respect of indebtedness of such Person for money borrowed and; (ii) the rental obligations under any lease of any property (whether real, personal or mixed) of which the discounted present value of
the rental obligations of such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person; (iii) all obligations of such Person for the reimbursement of any obligor on any letter of credit,
banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (i) and (ii) above) entered into in the ordinary course of business
of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement following
payment on the letter of credit); (iv) all obligations of the type referred to in clauses (i) through (iii) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise; and (v) all obligations of the type referred to in clauses (i) through (iv) of other Persons secured by any Lien on any property or asset of such Person (whether or
not such obligation is assumed by such Person), the amount of such obligation on any date of determination being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured. The amount of Indebtedness
of any Person at any date shall be, with respect to unconditional obligations, the outstanding balance at such date of all such obligations as described above and, with respect to any contingent obligations at such date, the maximum liability
determined by such Person’s board of directors, in good faith, as, in light of the facts and circumstances existing at the time, reasonably likely to be incurred upon the occurrence of the contingency giving rise to such obligation. 

“Indenture” means, with respect to each Series of Securities, this Indenture as originally executed or as it is amended or
supplemented from time to time by one or more indentures supplemental hereto entered into in accordance with the applicable provisions hereof or Officers’ Certificates delivered pursuant to Section 2.1 hereof, and shall include the terms
of each particular Series of Securities established as contemplated by Section 2.1. 
 “Interest Payment Date” means,
with respect to any Series, the stated maturity of an installment of interest on the Securities of such Series. 
 “Lien”
means any mortgage, lien, pledge, charge, or other security interest or encumbrance of any kind (including any conditional sale or other title retention agreement and any lease in the nature thereof). 
 “Officer” means the Chairman, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, any President, any
Executive Vice President, any Senior Vice President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer, any Assistant Secretary or the Controller or Principal Accounting Officer of the Company. 
 “Officers’ Certificate” means a certificate signed by two Officers, one of whom must be the Chief Executive Officer, the Chief
Financial Officer, the General Counsel, any President or any Executive Vice President. Each Officers’ Certificate (other than certificates provided pursuant to TIA Section 314(a)(4)) shall include the statements provided for in TIA
Section 314(e), if applicable. 
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to
the Trustee. The counsel, if so acceptable, may be an employee of or counsel to the Company or the Trustee. Each such Opinion of Counsel may rely upon an Officers’ Certificate as to factual matters and shall include the statements provided for
in TIA Section 314(e), if applicable. 
  

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 “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. 
 With respect to a Security, the term “principal” means the principal of the Security plus, if applicable, the premium on the Security due on the Stated Maturity or on a Redemption Date. 
 “Redemption Date” means, when used with respect to any Security of any Series to be redeemed, the date fixed for such redemption by or
pursuant to this Indenture. 
 “Redemption Price” means, when used with respect to any Security of any Series to be
redeemed, the price specified in such Security at which it is to be redeemed pursuant to this Indenture. 
 “SEC” means the
Securities and Exchange Commission. 
 “Securities” means unsecured debentures, notes or other evidence of indebtedness of
the Company that are issued under and pursuant to the terms of this Indenture. 
 “Securities Act” means the Securities Act
of 1933, as amended. 
 “Significant Subsidiary” means any Subsidiary that would be a “Significant
Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 
 “Stated
Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency). 
 “Subsidiary” means, as applied to any Person, any corporation, partnership, trust, association or other business entity of which an aggregate of at least 50% of the outstanding Voting Shares or an equivalent controlling
interest therein, of such Person is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date first above written. 
 “Trustee” means the party named as such above until a successor replaces it and thereafter means the successor, and if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any Series shall mean the Trustee with respect to the Securities of that Series. 
 “Trust
Officer” means any officer of the Trustee assigned by the Trustee to administer its corporate trust matters or to whom any corporate trust matter is referred because of that officer’s knowledge of and familiarity with the particular
subject. 
 “Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 

“U.S. Government Obligations” means securities that are (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either case under clauses (i) or (ii) are not callable or redeemable before the Stated Maturity thereof. 
  

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 “Voting Shares,” with respect to any corporation, means the Capital Stock having the
general voting power under ordinary circumstances to elect at least a majority of the board of directors (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening
of any contingency). 
 SECTION 1.2 Other Definitions. 
  

				
	 TERM
	  	DEFINED IN
SECTION	 
	 “Additional Securities”
	  	2.1	 
	 “Bankruptcy Law”
	  	5.1	 
	 “Custodian”
	  	5.1	 
	 “Event of Default”
	  	5.1	 
	 “Global Securities”
	  	2.2	 
	 “Legal Holiday”
	  	10.7	 
	 “Notice of Default”
	  	5.1	 
	 “Paying Agent”
	  	2.4	 
	 “Registrar”
	  	2.4	 
	 “Series”
	  	2.1	 
	 “Successor Corporation”
	  	4.1	(i)

 SECTION 1.3 Incorporation by Reference of TIA. 
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
 The following TIA terms used in this Indenture have the following meanings: 
 “Commission” means the SEC; 
 “indenture securities” means the Securities; 
 “indenture security holder” means a Holder or
Securityholder; 
 “indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor” on the indenture securities means the Company or any other obligor on the indenture securities. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings assigned to them by the TIA. 
 SECTION 1.4 Rules of Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) “generally accepted accounting principles” means, and
any accounting term not otherwise defined has the meaning assigned to it and shall be construed in accordance with, GAAP; 
 (c) “or” is not exclusive; 
 (d) words in the singular include the plural, and in the plural include the
singular; 
  

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 (e) provisions apply to successive events and transactions; 
 (f) “including” means “including, without limitation”; 
 (g) unsecured debt shall not be deemed to be subordinate or junior to secured debt merely by virtue of its nature as unsecured debt; 
 (h) the principal amount of any non-interest bearing or other discount Security at any date shall be the principal amount thereof that would be
shown on a balance sheet of the Company dated such date prepared in accordance with generally accepted accounting principles; 
 (i) a
reference to any law or statute or component thereof includes reference to such law or statute as amended, re-enacted or replaced from time to time or any successor law or statute thereto, and any rule or regulation promulgated thereunder; and

 (j) the principal amount (if any) of any Preferred Stock shall be the greatest of (x) the stated value, (y) the redemption
price or (z) the liquidation preference of such Preferred Stock. 
 ARTICLE II 
 THE SECURITIES 
 SECTION 2.1 Securities Issuable
in Series. 
 The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.
Securities may be issued hereunder in one or more series, the Securities of each series (a “Series”) shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture or
Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. Securities of any one Series need not be issued at the same time and, unless specifically provided otherwise, a Series may
be reopened, without the consent of the Holders, from time to time for issuances of Additional Securities. 
 Securities issued hereunder
shall be issued pursuant to authority granted by or pursuant to a Board Resolution and, prior to the issue hereunder of the first Securities of a Series, the Company shall set forth in an Officers’ Certificate, or establish in one or more
indentures supplemental hereto, such of the following terms as shall be applicable to such Series: 
 (1) the title, including CUSIP
number and, if applicable, ISIN and Common Code numbers, of the Series (which shall distinguish the Securities of such Series from all other Securities); 
 (2) any limit upon the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or for replacement of, or in lieu of, other Securities of the Series pursuant to Sections 2.7, 2.8, 2.11, 8.5 or 9.6); 
 (3) the date or dates on which the principal of the Securities of the Series are payable; 
 (4) the rate or rates, or the method of determination thereof, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable, the record dates for the determination of Holders to whom interest is payable, and the basis for computing such interest if other than a 360-day year consisting of twelve 30-day months; 
 (5) the place or places where the principal of, and interest on Securities of the Series shall be payable; 
 (6) the right or obligation, if any, of the Company to redeem, purchase or repay the Securities of such Series pursuant to any right to do so
contained in the Securities or pursuant to sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and conditions upon which the Securities of
such Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
  

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 (7) the denominations in which the Securities of such Series shall be issuable, if other than
integral multiples of $1,000; 
 (8) if other than the principal amount thereof, the portion of the principal amount of the Securities
of such Series which shall be payable upon the declaration of acceleration of the maturity thereof pursuant to Section 5.2; 
 (9) any Events of Default or covenants with respect to the Securities of such Series, if not set forth in this Indenture; 
 (10) if other than those named herein, any other depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to such Series; 
 (11) the stock exchanges or securities associations, if any, on which the Securities will be listed or quoted and related information, including the
office or agency appointed by the Company pursuant to Sections 2.4 and 3.2 and any Paying Agent or Registrar appointed pursuant to the requirements of such stock exchange or securities association; 
 (12) any applicable restrictions on the transfer of any of the Securities of such Series; 
 (13) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or interest,
if any, on any Securities of the Series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose; 
 (14) if applicable, the terms of any right or obligation to convert Securities of the Series into, or to exchange Securities of the Series for,
shares of Common Stock or other securities or property; 
 (15) whether the Securities of the Series are subject to defeasance under
Section 7.4, including any modification of the provisions of Sections 7.4, 7.5, 7.6, 7.7 or 7.8, or such other means of satisfaction and discharge as may be specified for a Series in addition to or in lieu of the provisions of Section 7.1,
7.2 or 7.3; 
 (16) Whether the Securities of the Series shall be issued in whole or in part in the form of one or more Global
Securities, the Depository for the Series, if other than The Depository Trust Company or its successors, and any circumstances in addition to or in lieu of those set forth in Section 2.7 in which any Global Security may be exchanged in whole or
in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depository for such Global Security or a nominee thereof; 
 (17) the classification of the Securities as senior or subordinated and, if applicable, the subordination provisions that will apply to subordinated
Securities; 
 (18) procedures, if any, for the transfer of beneficial interest in the Securities of that Series that are different
from, or in addition to, the procedures set forth herein; 
 (19) the circumstances, if any, and the terms and conditions, if any, upon
which additional amounts may be owed; and 
 (20) any other terms of the Series (which terms shall not be inconsistent with the
provisions of this Indenture). 
 Additional Securities of the same Series (“Additional Securities”) may be issued from time
to time subsequent to the original issue date of any Securities of such Series following the receipt by the Trustee of an Officers’ Certificate pertaining to such Additional Securities, which Officers’ Certificate will identify the Series
to which such Additional Securities belongs and the issue date and aggregate principal amount of such Additional Securities. Any such Additional Securities shall be issued on original issue as provided in Section 2.3. 
  

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 Additional Securities, together with each prior and subsequent Securities of the same Series, shall
constitute one and the same Series of Securities for all purposes under this Indenture. 
 SECTION 2.2 Form and Dating. 
 The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A annexed hereto, which is part of this
Indenture, with such appropriate insertions, omissions and other variations as are required or permitted by this Indenture, and may have such legends or endorsements placed thereon, as the Officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange or securities association rule or usage. Each
Security shall be dated the date of its authentication. 
 The terms and provisions contained in the form of Securities annexed hereto as
Exhibit A shall constitute, and are expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. 
 Securities issued in the form of one or more permanent global Securities in registered form, substantially in the form as above
recited (the “Global Securities”) shall be deposited with or on behalf of the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Security
shall bear the global securities legend substantially in the form set forth in Exhibit A hereto and such legend or legends as may be required or reasonably requested by the Depository. 
 The aggregate principal amount of the Global Securities may from time to time be increased or decreased, as applicable, by adjustments made on the
records of the Depository or its nominee and the Trustee, as custodian for the Depository, at any time prior to cancellation, if, in accordance with this Indenture and the Securities (including any applicable restrictions on transfer) any beneficial
interest in a Global Security is (a) exchanged for definitive registered Securities, (b) redeemed, (c) repurchased, (d) cancelled, or (e) exchanged for a beneficial interest in another Global Security. 
 The definitive registered Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced
in any other manner permitted by the rules of any stock exchange or securities association on which the Securities may be listed or quoted, all as determined by the Officers executing such Securities, as evidenced by their execution of such
Securities. 
 SECTION 2.3 Execution and Authentication. 
 Two Officers shall sign the Securities for the Company by manual or facsimile signature. 
 If an Officer
whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. 
 A Security shall not be valid until authenticated by the manual signature of an authorized officer of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The Trustee shall authenticate Securities upon a written order of the Company signed by two Officers. Such order shall specify the Series and the amount
of the Securities to be authenticated and the date on which such Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time is unlimited. In authenticating such Securities and in accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel stating, 
  

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 (1) that the form or forms of such Securities have been established in conformity with the
provisions of this Indenture; 
 (2) that the terms of such Securities have been established in conformity with the provisions of this
Indenture; and 
 (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
 The
Trustee shall initially act as authenticating agent and may subsequently appoint another Person acceptable to the Company as authenticating agent 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 Company or
an Affiliate of the Company. Provided that the authentication agent has entered into an agreement with the Company concerning the authentication agent’s duties, the Trustee shall not be liable for any act or any failure of the authenticating
agent to perform any duty either required herein or authorized herein to be performed by such Person in accordance with this Indenture. 
 The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee. 
 The Securities shall be issued only in registered form without coupons. 
 SECTION 2.4 Registrar and Paying Agent. 
 The Company
shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Securities may be presented for payment (“Paying Agent”).
The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional
paying agent and the term “Registrar” includes any co-registrar, provided that there shall only be one register for each Series of Securities. So long as a Series of Securities is listed or quoted on a stock exchange or
securities association, the Company shall maintain a co-registrar and a co-paying agent in such other locations, if any, as such stock exchange or securities association shall require. 
 The Company 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 Company shall promptly notify the Trustee of the name and address of any such agent and any change in the address of such agent. If the Company fails to maintain a Registrar
or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.7. The Company or any Subsidiary or Affiliate of the Company may act as Paying Agent, Registrar or transfer agent.

 The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities. 
 SECTION 2.5 Paying Agent To Hold Money in Trust. 
 On or
prior to 11:00 a.m., New York City time, on each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum of money denominated in the currency of such payment, in immediately available funds,
sufficient to pay such principal and interest in funds available when such becomes due. The Company shall require each Paying Agent (other than the Trustee) 

  

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to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities (whether such money has been paid to it by the Company or any other obligor on the Securities) and shall notify the Trustee of any default by the Company (or any other obligor on the Securities)
in making any such payment. If the Company or a Subsidiary or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund for the benefit of the Securityholders. If
the Company defaults in its obligation to deposit funds for the payment of principal and interest the Trustee may, during the continuation of such default, require a Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by it. Upon doing so, the Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company) shall have no further liability
for the money delivered to the Trustee. 
 SECTION 2.6 Securityholder Lists. 
 The Trustee shall preserve in as current a form as reasonably practicable the most recent list available to it of the names and addresses of
Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of the Securityholders, and the Company shall otherwise comply with TIA Section 312(a). 
 SECTION 2.7 Transfer and Exchange. 
 The Securities shall be transferable only upon the surrender of a
Security to the Registrar for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of
Section 8-401(a) of the Uniform Commercial Code are met (and the Registrar shall be entitled to assume such requirements have been met unless it receives written notice to the contrary) and, if so required by the Trustee or the Company, if the
Security presented is accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Company, duly executed by the registered owner or by his or her attorney duly authorized in writing, in which case, the Registrar shall
deliver, to or at the direction of such registered owner, one or more new Securities of the same Series, of any authorized denominations and of a like aggregate principal amount. When Securities are presented to the Registrar with a request to
exchange them for an equal principal amount of Securities of the same Series and of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Depository shall, by acceptance of a Global Security, agree that transfers of beneficial interests in such Global Security may be
effected only (a) in accordance with this Indenture and the Securities represented by such Global Security and (b) through a book- entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in the
Global Security shall be required to be reflected in a book entry. 
 No service charge shall be made for any registration of transfer or
exchange of the Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange pursuant to Section 2.11, 8.5 or 9.6). 
 Prior to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest (subject to the
record date provisions thereof) on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

 Notwithstanding any other provisions of this Section 2.7, unless and until it is exchanged in whole or in part for Securities of any
Series in definitive registered form, a Global Security representing all or a portion of the Securities of a Series may not be transferred except as a whole by the Depository to a nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 
  

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 If the Depository notifies the Company that it is unwilling or unable to continue as Depository for the
Global Securities of any Series or if at any time the Depository shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor Depository with respect to such Securities. Each Depository appointed
pursuant to this Section 2.7 must, at the time of its appointment and at all times while it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Company will execute,
and the Trustee will authenticate and deliver upon a written order of the Company signed by two Officers, Securities in definitive registered form without coupons in any authorized denominations representing Securities of a Series in exchange for
such Global Security or Securities of such Series if (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Securities of such Series or if at any time the Depository shall no longer be
eligible to serve as Depository and a successor Depository for the Securities of such Series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility or (ii) an Event of
Default with respect to the Securities of such Series has occurred and is continuing. 
 The Company may at any time and in its sole
discretion determine that the Securities of a Series shall no longer be represented by a Global Security or Securities. In such event the Company will execute, and the Trustee will authenticate and deliver upon a written order of the Company signed
by two Officers, Securities of such Series in definitive registered form without coupons in any authorized denominations representing such Securities in exchange for such Global Security or Securities. 
 Upon the exchange of a Global Security for Securities in definitive registered form without coupons pursuant to either of the two preceding paragraphs,
in authorized denominations, such Global Security shall be cancelled by the Trustee. The Depositary shall provide to the Trustee and the Company information with respect to the participants and their holdings pursuant to instructions from its direct
or indirect participants or otherwise. The Trustee shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. 
 No holder of a beneficial interest in any Global Security held on its behalf by a Depository shall have any rights under this Indenture with respect to such Global Security, and such Depository may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee or any agent of the Company or the Trustee will have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depository or impair, as between a Depository
and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depository (or its nominee) as Holder of any Security. 
 The Company shall not be required (A) to issue, register the transfer of or exchange any Securities of a Series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 9.3 and ending at the close of business on the day of such mailing or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Securities surrendered upon
such transfer or exchange. 
  

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 SECTION 2.8 Replacement Securities. 
 If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken and the Holder furnishes to the Company and the Trustee
evidence to their satisfaction of such loss, destruction or wrongful taking, the Company shall issue and the Trustee shall, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser,
authenticate a replacement Security of the same Series if the requirements of Section 8-405 of the Uniform Commercial Code are met (and the Registrar shall be entitled to assume such requirements have been met unless it receives written notice
to the contrary) and if there is delivered to the Company and the Trustee such security or indemnity as may be required to save each of them harmless, satisfactory to the Company and the Trustee. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security. 
 In case any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Every replacement
Security of each Series is an additional obligation of the Company and shall be entitled to the benefits of this Indenture. 
 The provisions
of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities. 
 SECTION 2.9 Outstanding Securities. 
 The Securities of
each Series outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, and those described in this Section as not outstanding. 
 If a Security is replaced or paid pursuant to Section 2.8, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced or paid Security is held by a bona fide purchaser. 
 If all the principal and interest on any Securities of
any Series are considered paid under Section 3.1, the Securities of such Series cease to be outstanding under this Indenture and interest on the Securities of such Series shall cease to accrue. 
 If the Paying Agent (other than the Company or a Subsidiary or an Affiliate of the Company) holds in accordance with this Indenture on a maturity or
redemption date money sufficient to pay all principal and interest due on that date with respect to Securities of any Series then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue (unless there
shall be a default in such payment). 
 Subject to Section 2.10, a Security does not cease to be outstanding because the Company or an
Affiliate thereof holds the Security. 
 SECTION 2.10 Determination of Holders’ Action. 
 In determining whether the Holders of the required principal amount of any Series of Securities have concurred in any direction, amendment, waiver or
consent, Securities owned by or pledged to the Company, any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned or pledged shall be so disregarded. 
  

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 SECTION 2.11 Temporary Securities. 
 Until definitive Securities of any Series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities of such Series. Temporary Securities shall be substantially in the form
of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee, upon the written order of the Company signed by two Officers,
shall authenticate definitive Securities in exchange for temporary Securities. Until such exchange, temporary Securities of any Series shall be entitled to the same rights, benefits and privileges as definitive Securities of such Series. 

SECTION 2.12 Cancellation. 
 The Company at any time
may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for registration of transfer, exchange, payment or cancellation and shall deliver to the Company a certificate of cancellation. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee
for cancellation. 
 SECTION 2.13 Defaulted Interest. 
 If the Company defaults in a payment of interest on the Securities of any Series, it shall pay Defaulted Interest, plus any interest payable on the Defaulted Interest to the extent permitted by law, in any lawful
manner. It may pay the Defaulted Interest to the Persons who are Securityholders on a subsequent special record date which date shall be at least five Business Days prior to the payment date. The Company shall fix the special record date and payment
date. At least 15 days before the special record date, the Company (or the Trustee, in the name of and at the expense of the Company) shall mail to Securityholders a notice that states the special record date, payment date and amount of interest to
be paid. 
 SECTION 2.14. Global Securities. 
 (a) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depositary for such Global Security or Securities. 
 (b) Transfer and Exchange. Notwithstanding any provisions to
the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary
for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered
under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company executes and delivers to the Trustee
an Officers’ Certificate to the effect that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 
 Except as provided in this Section 2.14(b), a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary. 
  


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 (c) Legend. Any Global Security issued hereunder shall bear a legend in substantially the
following form: 
 “This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in
the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a
nominee of such a successor Depositary.” 
 (d) Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise
authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 
 (e) Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.1, payment
of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 
 (f) Consents, Declaration
and Directions. Except as provided in Section 2.14 (e), the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be
specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 
 Section 2.15. CUSIP Numbers. 
 The Company
in issuing the Securities may use CUSIP numbers (if then generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers. 
 ARTICLE III 
 COVENANTS 
 SECTION 3.1 Payment of Securities.

 The Company shall pay the principal of and interest on the Securities of each Series on the dates and in the manner provided in such
Securities. The Company shall pay interest on overdue principal at the rate borne by or provided for in such Securities; it shall pay interest on overdue installments of interest at the rate borne by or provided for in such Securities to the extent
lawful. Principal and interest shall be considered paid on the date due if the Trustee or the Paying Agent (other than the Company or a Subsidiary or an Affiliate of the Company) has received from or on behalf of the Company money sufficient to pay
all principal and interest then due in accordance with Section 2.5. 
 SECTION 3.2 Maintenance of Office or Agency. 
 The Company shall maintain an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee
set forth in Section 10.2. The Company initially appoints the Trustee as its agency for the foregoing purposes at its Corporate Trust Office. 
  

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 The Company may also from time to time designate one or more other offices or agencies where the
Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. 
 SECTION 3.3 Compliance Certificate. 
 The Company shall, within 120 days after the close of each fiscal year in which Securities are outstanding hereunder, file with the Trustee an
Officer’s Certificate, provided that one Officer executing the same shall be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, covering the period from the date of
issuance of Securities hereunder to the end of the fiscal year in which the Securities were first issued hereunder, in the case of the first such certificate, and covering the preceding fiscal year in the case of each subsequent certificate, and
stating whether or not, to the knowledge of each such executing Officer, the Company has complied with and performed and fulfilled all covenants on its part contained in this Indenture and is not in Default in the performance or observance of any of
the terms or provisions contained in this Indenture, and, if any such signer has obtained knowledge of any Default by the Company in the performance, observance or fulfillment of any such covenant, term or provision specifying each such Default and
the nature thereof. For the purpose of this Section 3.3, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. 
 SECTION 3.4 SEC Reports. 
 The Company shall, to the
extent required by TIA Section 314(a), file with the Trustee, within 15 days after the filing with the SEC, copies of the annual reports and of 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) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, it shall, for so long as the Securities remain outstanding, file with the Trustee, within 15 days after the Company would have been required to file such documents with the SEC, copies of the annual
reports and of the information, documents and other reports which the Company would have been required to file with the SEC if the Company had continued to be subject to such Sections 13 or 15(d). The Company also shall comply with the other
provisions of TIA Section 314(a). 
 SECTION 3.5 Additional Amounts. 
 If the Securities of a Series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that Series of Securities and at least 10 days prior to each date
of payment of principal of or interest on the Securities of that Series if there has been a change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal
Paying Agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent whether such payment of principal of or interest on the Securities of that Series shall be made to Holders of the Securities of that
Series without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that Series. If any such withholding or deduction shall be required, then such Officers’ Certificate
shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company shall pay
to the Trustee or such Paying Agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. 
 Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any interest or any other amounts on, or in respect of,
any Security of any Series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such Series established hereby or pursuant hereto to the extent that, in such context, additional amounts are,
were or would be 

  

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payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not
be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made. 
 If the
Company determines that it is, or on the next interest payment date would be, required to pay an additional amount with respect to a Series of Securities, such Series shall be redeemable, at the option of the Company, at any time in whole but not in
part, at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest to the date fixed by the Company for redemption and all additional amounts, if any, then due and which will become due on such redemption
date as a result of the redemption or otherwise, in accordance with the procedures for redemption contained in Article IX hereof; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the
Company would be obligated to make such payment (or withholding, if a payment in respect of such Series were then due). Prior to the mailing or, where relevant, publication of any notice of redemption of such Series pursuant to the foregoing, the
Company will deliver to the Trustee an Opinion of Counsel of recognized international standing to the effect that the circumstances requiring the payment of an additional amount with respect to such Series exist. The Trustee shall accept such
opinion as sufficient evidence of the satisfaction of the conditions precedent to the redemption, in which event it shall be conclusive and binding on the Holders. 
 SECTION 3.6 Stay, Extension and Usury Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture or the Securities; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 
 SECTION 3.7 Corporate Existence. 
 Subject to Article IV, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter and statutory); provided, however, that the Company shall not be required to preserve any such right if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Securityholders.

 ARTICLE IV 
 CONSOLIDATION, MERGER, SALE AND LEASE 
 SECTION 4.1 Merger and Consolidation of Company. 
 The Company shall not in a single transaction or through a series of related transactions consolidate with or merge with or into any other corporation or
sell, assign, convey, transfer or lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, unless: 
 (i) either (A) the Company shall be the continuing Person, or (B) the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or to which the properties and assets of the Company are sold, assigned, conveyed, transferred, disposed of or leased as aforesaid (the “Successor Corporation”) shall be a corporation organized and
existing under the laws of the United States or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all
the obligations of the Company under this Indenture and each Series of Securities; 
  

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 (ii) immediately after giving effect to such transaction, no Default shall have occurred and be
continuing; and 
 (iii) the Company shall have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and,
as to legal matters, an Opinion of Counsel, each in form reasonably satisfactory to the Trustee, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, disposition or lease and such supplemental indenture comply with
this Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. 
 Notwithstanding
the foregoing paragraph (ii), the Company or any Subsidiary may consolidate with or merge into the Company or any Subsidiary and no violation of this Section shall be deemed to have occurred as a consequence thereof, as long as the requirements of
paragraphs (i) and (iii) are satisfied in connection therewith. 
 SECTION 4.2 Successor Substituted. 
 (a) Upon any such consolidation or merger, or any sale, assignment, conveyance, transfer, disposition or lease of all or substantially all of the
properties or assets of the Company in accordance with Section 4.1, the Successor Corporation shall succeed to and be substituted for the Company under this Indenture and each Series of Securities, and the Company shall (except in the case of a
lease) thereupon be released from all obligations hereunder and under each Series of Securities and the Company, as the predecessor corporation, may thereupon or at any time thereafter be dissolved, wound up or liquidated. 
 (b) In the case of any consolidation, merger or sale, assignment, conveyance, transfer, disposition or lease described in Section 4.2(a) above,
such changes in form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 ARTICLE V 

 DEFAULTS AND REMEDIES 
 SECTION
5.1 Events of Default. 
 An “Event of Default” means, with respect to any Series of Securities, any of the following
events: 
 (a) default in the payment of interest on any Security of such Series when the same becomes due and payable, and such default
continues for a period of 30 days; 
 (b) default in the payment of the principal of any Security of such Series when the same becomes
due and payable at maturity or otherwise, including a default in the making of any sinking fund payment or analogous obligation on the Securities of such Series; 
 (c) material default in performance of any other covenants or agreements in the Securities of such Series or this Indenture and the default continues for 60 days after the date on which written notice of such
default is given to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in principal amount of the Securities of such Series then outstanding hereunder; 
 (d) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case; 
 (ii) consents to the entry of an order for relief against it in an involuntary case; 
 (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; 
 (iv) makes a general assignment for the benefit of its creditors; or 
 (v) admits in writing its inability
to generally pay its debts as such debts become due; 
  

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 or takes any comparable action under any foreign laws relating to insolvency; or 
 (e) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company or any Significant Subsidiary in an involuntary case; 
 (ii) appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of its property; or

 (iii) orders the winding up or liquidation of the Company or any Significant Subsidiary; 
 or any similar relief is granted under any foreign laws; and the order or decree remains unstayed and in effect for 60 days. 
 The term “Bankruptcy Law” means Title 11 of the United States Code or any similar Federal or State law for the relief of debtors. The
term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 Any
notice of Default given by the Trustee or Securityholders under this Section must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” 
 Subject to the provisions of Section 6.1 and 6.2, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or
Event of Default unless written notice thereof shall have been given to the Trustee in accordance with Section 10.2 by the Company, the Paying Agent, any Holder or an agent of any Holder and such notice references the Securities and this
Indenture. 
 SECTION 5.2 Acceleration. 
 If
an Event of Default (other than an Event of Default specified in clause (d) and (e) of Section 5.1 with respect to the Company) occurs and is continuing with respect to the Securities of any Series, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Securities of such Series by notice to the Company and the Trustee, may declare the principal of and accrued and unpaid interest on all the Securities of such Series to be due and
payable. Upon such declaration the principal and interest shall be due and payable immediately. If an Event of Default specified in clause (d) or (e) of Section 5.1 with respect to the Company occurs, the principal of and interest on
all the Securities of each Series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. If all existing Events of Default with respect to such Series
have been cured or waived (except nonpayment of principal or interest that has become due solely because of the acceleration), the acceleration and its consequences in respect of a Series of Securities shall be automatically annulled and rescinded;
provided, that such annulment and rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent or other Default or Event of Default or impair any consequent right. 
 SECTION 5.3 Other Remedies. 
 If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal or interest on the relevant Securities or to enforce the performance of any provision of such 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 Securityholder 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. 
  

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 SECTION 5.4 Waiver of Past Defaults. 
 The Holders of a majority in principal amount of a Series of Securities by notice to the Trustee may waive an existing Default and its consequences with respect to such Series, except (a) a Default in the payment
of the principal of or interest on any Security of such Series or (b) a Default in respect of a provision that under Section 8.2 cannot be amended without the consent of each affected Securityholder of such Series; provided,
however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration.
When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. 
 SECTION 5.5 Control by Majority. 
 The Holders of a majority in principal amount of the Securities of a
Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it with respect to such Series. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, or, subject to Section 6.1, that the Trustee determines is unduly prejudicial to the rights of other Securityholders, or would involve the Trustee in personal liability; provided 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 indemnification from Securityholders of such Series reasonably
satisfactory to it against all risk, losses and expenses caused by taking or not taking such action. Subject to Section 6.1, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of the Securityholders pursuant to this Indenture, unless such Securityholders shall have provided to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be
incurred in compliance with such request or direction. 
 SECTION 5.6 Limitation on Suits. 
 A Securityholder of a Series may pursue a remedy with respect to this Indenture or the Securities of such Series only if: 
 (a) the Holder gives to the Trustee written notice of a continuing Event of Default with respect to that Series; 
 (b) the Holders of at least 25% in principal amount of the Securities of such Series make a written request to the Trustee to pursue the remedy;

 (c) such Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or
expense; 
 (d) the Trustee does not comply with the request within 60 days after receipt of the notice, request and the offer of
security or indemnity; and 
 (e) 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 during such 60-day period. 
 A Securityholder may not use this Indenture to prejudice the rights
of another Securityholder or to obtain a preference or priority over another Securityholder. 
 SECTION 5.7 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 and interest
on the Security, on or after the respective due dates expressed or provided for in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the
Holder. 
  

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 SECTION 5.8 Collection Suit by Trustee. 
 If an Event of Default specified in Section 5.1(a) or (b) occurs and is continuing with respect to a Security, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company or any other obligor on such Security for the whole amount of principal and interest remaining unpaid (together with interest on such unpaid interest to the extent lawful) and
the amounts provided for in Section 6.7. 
 SECTION 5.9 Trustee May File Proofs of Claim. 
 The Trustee may file such proofs of claim and other papers or documents and take such other actions including participating as a member or otherwise in
any committees of creditors appointed in the matter as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the amounts provided in Section 6.7) and the Securityholders allowed in any judicial
proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders of each Series in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 6.7. To the extent that the payment of any
such amount due to the Trustee under Section 6.7 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. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided that the Trustee
may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 
 SECTION 5.10 Priorities. 
 If the Trustee collects any money or other consideration pursuant to this
Article, it shall pay out the money or other consideration in the following order: 
 First: to the Trustee for amounts due under
Section 6.7; 
 Second: to Securityholders for amounts due and unpaid on the Securities of the relevant Series for principal
and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of such Series for principal and interest, respectively; and 
 Third: to the Company. 
 The
Trustee may fix a record date and payment date for any payment to Securityholders of such Series pursuant to this Section. At least 15 days before such record date, the Company shall give written notice to each Securityholder of such Series and the
Trustee of the record date, the payment date and amount to be paid. 
 SECTION 5.11 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
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 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.7, or a
suit by Holders of more than 10% in principal amount of the Securities of any Series. 
  

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 SECTION 5.12. Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 ARTICLE VI 
 TRUSTEE 
 SECTION 6.1 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 their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied
covenants or obligations shall be read into this Indenture against the Trustee. 
 (ii) In the absence of bad faith on
its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated
thereon). 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph (b) of this
Section. 
 (ii) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless
it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (iii) The Trustee shall not be liable
with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.2, 5.4 or 5.5. 
 (iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, unless it receives indemnity satisfactory to it against any risk, loss, liability or expense. 
 (d) Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 
 (e) The Trustee, in its capacity as Trustee and Registrar and Paying Agent, shall not be liable to the Company, the Securityholders or any other Person for interest on any money received by it, including, but not limited to, money with
respect to principal of or interest on the Securities of any Series, except as the Trustee may agree with the Company. 
  

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 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 SECTION 6.2 Rights of Trustee. 
 (a) The Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, an Opinion of Counsel or both covering such
matters as it shall reasonably determine. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on any such Officers’ Certificate or Opinion of Counsel. 
 (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; provided that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. 
 (e) The Trustee may consult with counsel of its selection, and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice of such counsel. 
 (f) The Trustee shall not be obligated to
make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or any other paper or document. 
 (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction. 
 (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. 
 SECTION 6.3 Individual Rights of Trustee. 
 The Trustee
in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 6.10 and 6.11. 
 SECTION 6.4 Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities of any Series, it
shall not be accountable for the Company’s use of the proceeds from the Securities of any Series, and it shall not be responsible for any recital or statement in this Indenture or the Securities of any Series other than its authentication.

 SECTION 6.5 Notice of Defaults. 
 If a
Default or an Event of Default occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the Trustee shall mail to Securityholders of the affected Series a notice of the Default or Event of Default within 90 days after
a Trust Officer of the Trustee has actual knowledge of the occurrence thereof. Except in the case of a Default in any payment on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Securityholders of the affected Series. 
  

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 SECTION 6.6 Reports by Trustee to Holders. 
 Within 60 days after the May 15 following the first issuance of Securities hereunder, and for so long as Securities are outstanding hereunder, the
Trustee shall mail to Securityholders a brief report dated as of such date that complies with TIA Section 313(a) if required by that Section. The Trustee also shall comply with TIA Section 313(b)(2). 
 A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange or securities association on
which Securities are listed or quoted. The Company shall promptly notify the Trustee when Securities are listed or quoted on any stock exchange or securities association and of any delisting thereof. 
 SECTION 6.7 Compensation and Indemnity. 
 The Company
shall pay to the Trustee from time to time such compensation for its services as the parties shall agree. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances incurred by it. Such expenses shall include the reasonable compensation and out-of-pocket disbursements and expenses of the Trustee’s agents, counsel
and other professionals. 
 The Company shall indemnify the Trustee for, and hold it harmless against, any loss, liability or expense,
including reasonable attorneys’ fees, disbursements and expenses, incurred by it arising out of or in connection with the administration of this trust and the performance of its duties hereunder including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
 The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or bad faith. 
 To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and interest on particular Securities of any Series. 
 Without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(d) or (e) occurs, the expenses and the compensation for
the services are intended to constitute expenses of administration under any Bankruptcy Law. 
 The Company’s obligations under this
Section 6.7 and any Lien arising hereunder shall survive the resignation or removal of the Trustee, the discharge of the Company’s obligations pursuant to Article VII of this Indenture and the termination of this Indenture. 
 SECTION 6.8 Replacement of Trustee. 
 A resignation or
removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 
 The Trustee may resign at any time with respect to any Series of Securities by so notifying the Company in writing. Provided that no Event of Default has
occurred and is continuing, the Company may remove the Trustee with respect to any Series of Securities at any time by so notifying the Trustee of such 

  

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Series of Securities. The Holders of a majority in principal amount of the Securities of any Series may, by written notice to the Trustee, remove the Trustee
as Trustee with respect to that Series of Securities by so notifying the Trustee and the Company. The Company, by notice to such Trustee, shall remove such Trustee if: 
 (a) such Trustee fails to comply with Section 6.10; 
 (b) such Trustee is adjudged a bankrupt
or an insolvent; 
 (c) a receiver or public officer takes charge of such Trustee or its property; or 
 (d) such Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or becomes incapable of acting or if a vacancy exists in the office of Trustee for any reason with respect to one or more Series of Securities, the Company by Board Resolution shall promptly appoint a
successor Trustee or Trustees with respect to such Series of Securities (it being understood that any such successor Trustee may be appointed with respect to one or more or all Series of Securities and at any time there shall be only one Trustee
with respect to any particular Series of Securities). Within one year after the successor Trustee of a Series of Securities takes office, the Holders of a majority in principal amount of such Securities of the affected Series may appoint a successor
Trustee of such Series to replace the successor Trustee of such Series appointed by the Company. 
 If a successor Trustee for a particular
Series of Securities does not take office within 60 days after the retiring Trustee of such Series resigns or is removed, the retiring Trustee of such Series, the Company or the Holders of at least a majority in principal amount of the Securities of
the affected Series may petition any court of competent jurisdiction for the appointment of a successor Trustee for such Series. 
 If the
Trustee for a particular Series of Securities fails to comply with Section 6.10, any Securityholder who has been a bona fide Holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of
the Trustee of such Series and the appointment of a successor Trustee of such Series. The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any Series and each appointment of a successor
Trustee with respect to the Securities of any Series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Securities of such Series as their names and addresses appear in the Security Register. Each notice
shall include the name of the successor Trustee with respect to the Securities of such Series and the address of its corporate trust office. 
 A successor Trustee of all Securities shall execute, acknowledge and deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and such successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture. 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 6.7. 
 In case of the appointment hereunder of a successor Trustee with respect to the Securities of one
or more (but not all) Series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more Series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the
Securities of that or those Series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those Series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental
Indenture shall constitute such Trustee’s co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and
upon the execution and delivery of such 

  

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supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor
Trustee, without any further action, shall become vested with 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; but, on
request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those Series to which the
appointment of such successor Trustee relates, subject to the Lien provided for in Section 6.7. 
 Upon reasonable request of any such
successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the two preceding paragraphs, as the case may be.

 No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article. 
 SECTION 6.9 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee. 
 SECTION 6.10 Eligibility; Disqualification; Conflicting Interests.

 This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1) and (10). The Trustee shall always have
a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b). Nothing herein shall prevent the Trustee from filing with the SEC the
application referred to in the second-to-last paragraph of TIA Section 310(b). If the Trustee has or shall acquire any conflicting interest, with respect to the Securities of a Series, it shall within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign with respect to the Securities of that Series in the manner prescribed in the TIA. 
 SECTION 6.11 Preferential Collection of Claims Against Company. 
 The Trustee shall comply with TIA Section 311(a), except
with respect to any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed is subject to TIA Section 311(a) to the extent indicated. 
 ARTICLE VII 
 SATISFACTION AND DISCHARGE OF INDENTURE 
 SECTION 7.1 Discharge of Liability on Securities. 
 If
(i) the Company delivers to the Trustee all outstanding Securities of a Series (other than Securities replaced or paid pursuant to Section 2.8 or Securities for whose payment money has theretofore been deposited in trust by the Company
with the Trustee or a Paying Agent and thereafter repaid to the Company as provided in the second sentence of Section 7.6) for cancellation or (ii) all outstanding Securities of such Series have become due and payable and the Company
irrevocably deposits with the Trustee as trust funds solely for the benefit of the Holders for that purpose funds sufficient to pay at maturity or on redemption the principal of and all accrued interest on all outstanding Securities of such Series
(other than Securities replaced or paid pursuant to Section 2.8 or Securities for whose payment money has heretofore been deposited in trust by the Company with the Trustee or Paying Agent and thereafter repaid to the Company as provided in the
second sentence of Section 7.6), and if in either case the Company pays all other sums payable hereunder by the Company with respect to such Series, then, subject to Sections 7.2 and 7.7, this Indenture shall cease to be of further effect with
respect to such Series. The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to such Series on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and
expense of the Company. 
  

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 SECTION 7.2 Termination of Company’s Obligations. 
 Except as otherwise provided in this Section 7.2, the Company may terminate its obligations under the Securities of a Series and this Indenture with
respect to such Series if: 
 (i) the Securities of such Series mature or are redeemable within one year; 
 (ii) with reference to this Section 7.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee
or Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company) and conveyed all right, title and interest for the benefit of the Holders of such Series, under the terms of an irrevocable trust agreement in form satisfactory to
the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of such Holders, in and to, (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and
principal in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment referred to in this clause (ii), money in an amount or (C) a combination thereof in an amount
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of any reinvestment of interest and after
payment of all federal, state and local taxes or other fees, charges and assessments in respect thereof payable by the Trustee or Paying Agent, the principal of and interest on the outstanding Securities of such Series when due; provided that
the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal and interest with respect to such Series; 
 (iii) no Default with respect to such Series shall have occurred and be continuing on the date of such deposit; 
 (iv) such deposit will not result in or constitute a Default or result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Company is a party or by which it is bound; and 
 (v) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to such Series have
been complied with; 
 provided that if the Securities of the Series are to be redeemed, either the Securities have been called for redemption or are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the notice of redemption by the Trustee in the name, and at the expense, of the Company. 
 With respect to the foregoing, the Company’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.12, 3.1, 3.2, 6.7, 6.8, 7.5, 7.6 and 7.7
shall survive until the Securities of such Series are no longer outstanding. Thereafter, only the Company’s obligations in Sections 6.7, 6.8, 7.6 and 7.7 shall survive. After any such irrevocable deposit and fulfillment of the other
requirements of this Section 7.2, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the Securities of such Series and this Indenture with respect to such Series except for those
surviving obligations specified above. 
 SECTION 7.3 Defeasance and Discharge of Indenture. 
 Unless otherwise provided with respect to a Series of Securities in accordance with
Section 2.1, the Company will be deemed to have paid and will be discharged from any and all obligations in respect of such Series on the 91st
day after the date of the deposit referred to in clause (i) hereof, and the provisions of this Indenture will no longer be in effect with respect to such Series, in each case subject to the penultimate paragraph of this Section 7.3, and
the Trustee, at the reasonable request of and at the expense of the Company, shall execute proper instruments acknowledging the same, except as to (a) rights of registration of transfer and exchange, (b) substitution of apparently
mutilated, defaced, destroyed, lost or stolen Securities of such Series, (c) rights of Holders of such Series to receive payments of principal thereof and interest thereon, (d) the Company’s obligations under Section 3.2,
(e) the rights, obligations and immunities 

  

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of the Trustee hereunder including, without limitation, those arising under Section 6.7 hereof, (f) the rights of the Holders of such Series as
beneficiaries of this Indenture with respect to the property so deposited with the Trustee payable to all or any of them and (g) the rights, obligations and immunities which survive as provided in the penultimate paragraph of this
Section 7.3; provided that the following conditions shall have been satisfied: 
 (i) with reference to this
Section 7.3, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee or Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company) and conveyed all right, title and interest for the
benefit of the Holders of such Series, under the terms of an irrevocable trust agreement in form satisfactory to the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of such Holders, in
and to, (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any
payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, without consideration of any reinvestment of interest and after payment of all federal, state and local taxes or other fees, charges and assessments in respect thereof payable by the Trustee or Paying
Agent, the principal of and interest on the outstanding Securities of such Series when due; provided that the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government
Obligations to the payment of such principal and interest with respect to such Series; 
 (ii) such deposit will not
result in or constitute a Default or result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; 
 (iii) no Default with respect to such Series shall have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date of deposit; 
 (iv) the Company shall have delivered to the Trustee
(A) either (1) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of
its option under this Section 7.3 and will be subject to 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 or (2) an Opinion of Counsel (who
may not be an employee of the Company) to the same effect as the ruling described in clause (1) accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income
tax law since the date of this Indenture such that a ruling from the Internal Revenue Service is no longer required and (B) an Opinion of Counsel to the effect that (1) the creation of the defeasance trust does not violate the Investment
Company Act of 1940, (2) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder of such Series who may be deemed to be an “insider” for purposes of Title 11 of
the United States Code, after one year following the deposit), the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code or Section 15 of the New York Debtor and Creditor Law in a case commenced
by or against the Company under either such statute; and 
 (v) the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 7.3 have been complied with. 
 Notwithstanding the foregoing clause (i), prior to the end of the 91st-day period referred to in clause (iv)(B)(2) above, none of the Company’s
obligations under this Indenture with respect to such Series shall be discharged. Subsequent to the end of such 91st-day period with respect to this Section 7.3, the Company’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8,
2.12, 3.1, 3.2, 6.7, 6.8, 7.6 and 7.7 shall survive with respect to such Series until the Series is no longer outstanding. Thereafter, only the Company’s obligations in Sections 6.7, 7.6 and 7.7 shall survive with respect to such Series. If and
when a ruling from the Internal Revenue Service or Opinion of Counsel referred to in clause (iv)(A) above is able to be provided specifically without regard to, and not in reliance upon, the continuance of the Company’s 

  

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obligations under Section 3.1, then the Company’s obligations under such Section 3.1 with respect to such Series shall cease upon delivery to
the Trustee of such ruling or Opinion of Counsel and compliance with the other conditions precedent provided for herein relating to the defeasance contemplated by this Section 7.3. 
 After any such irrevocable deposit and the fulfillment of the other requirements of this Section 7.3, the Trustee upon request shall acknowledge in
writing the discharge of the Company’s obligations under the Securities of such Series and this Indenture with respect to such Series except for those surviving obligations in the immediately preceding paragraph. 
 Before or after a deposit pursuant to this Section, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a
future date in accordance with Article IX. 
 SECTION 7.4 Defeasance of Certain Obligations. 
 If so provided with respect to a Series of Securities in accordance with Section 2.1, the Company may omit to comply with any term, provision or
condition set forth in any covenant established with respect to such Series pursuant to Section 2.1(9), and clause (c) of Section 5.1 with respect to any such covenant shall be deemed not to be an Event of Default, in each case with
respect to the outstanding Securities of such Series, if: 
 (i) with reference to this Section 7.4, the Company has
irrevocably deposited or caused to be irrevocably deposited with the Trustee or Paying Agent (other than the Company or a Subsidiary or Affiliate of the Company) and conveyed all right, title and interest for the benefit of the Holders of such
Series, under the terms of an irrevocable trust agreement in form satisfactory to the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of such Holders, in and to, (A) money in an
amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one Business Day before the due date of any payment referred to in this
clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, without consideration of any reinvestment of interest and after payment of all federal, state and local taxes or other fees, charges and assessments in respect thereof payable by the Trustee or Paying Agent, the principal of and
interest on the outstanding Securities of such Series when due; provided that the Trustee or Paying Agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such
principal and interest with respect to such Series; 
 (ii) such deposit will not result in or constitute a Default or
result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound; 
 (iii) no Default with respect to such Series shall have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date of deposit; 
 (iv) the Company has delivered to the Trustee an Opinion of Counsel
who is not employed by the Company to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) such Holders will not recognize income, gain or loss for federal income tax purposes as
a result of the Company’s exercise of its option under this Section 7.4 and will be subject to 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 and (C) after the passage of 91 days following the deposit (except, with respect to any trust funds for the account of any Holder of such series who may be deemed to be an “insider” for purposes of Title 11 of the
United States Code, after one year following the deposit), the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by
or against the Company under either such statute; and 
  

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 (v) the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 7.4 have been complied with. 
 After any such irrevocable deposit and the fulfillment of the other requirements of this Section 7.4, the Trustee upon request shall acknowledge in
writing the discharge of such of the Company’s obligations under the Securities of such Series and this Indenture with respect to such Series as the Company may omit to comply with pursuant to this Section 7.4. 
 Before or after a deposit pursuant to this Section, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a
future date in accordance with Article IX. 
 SECTION 7.5 Application of Trust Money. 
 Subject to Section 7.7 of this Indenture, the Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, and shall apply the deposited money and the money from U.S. Government Obligations in accordance with this Indenture to the payment of principal of and interest on
the Securities of the relevant Series. The Trustee shall be under no obligation to invest such money or U.S. Government Obligations and in no event shall the Trustee have any liability for, or in respect of, any such investment made. 
 SECTION 7.6 Repayment to Company. 
 Subject to Sections
6.7, 7.1, 7.2, 7.3 and 7.4 of this Indenture, the Trustee and the Paying Agent shall promptly pay to the Company upon written request any excess money or U.S. Government Obligations held by them at any time pursuant to this Article, which in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so provided), are in
excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article VII, and thereupon shall be relieved from all liability with respect to such money. 

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by
them (whether pursuant to this Article or otherwise) for the payment of principal or interest of any Series that remains unclaimed for two years; provided that the Company shall if requested by the Trustee or the Paying Agent, give the
Trustee or such Paying Agent indemnification reasonably satisfactory to it against any and all liability which may be incurred by it by reason of such payment. After payment to the Company, Holders entitled to such money must look to the Company for
payment as general creditors unless an applicable law designates another person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. 
 SECTION 7.7 Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities of the applicable Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 7.1, 7.2, 7.3 or
7.4 of this Indenture, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be;
provided that, if the Company has made any payment of principal of or interest on any Series of Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Series to receive
such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
  

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 SECTION 7.8 Deposited Money and U.S. Government Obligations to be Held in Trust: Miscellaneous Provisions.

 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities. 
 SECTION 7.9 Terms and Conditions of Defeasance Subject to Section 2.1. 
 The terms and conditions of Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8 are each subject to any modifications thereof effected pursuant to paragraph (15) of the second paragraph of Section 2.1.

 ARTICLE VIII 
 AMENDMENTS AND SUPPLEMENTS 
 SECTION 8.1 Without Consent of Holders. 
 The Company, when authorized by a Board Resolution, and the Trustee may amend this Indenture as it relates to any one or more Series of Securities or
enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) with respect to any one or more Series of Securities without notice to or the consent of any
Securityholder of such Series for one or more of the following purposes: 
 (a) to cure any ambiguity, omission, defect or
inconsistency; 
 (b) to comply with Article IV; 
 (c) to provide for uncertificated Securities of such Series in addition to certificated Securities of such Series; provided that such uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that such uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
 (d) to add additional guarantees with respect to such Series or to secure such Series; 
 (e) to add to the covenants of
the Company for the benefit of the Holders of such Series or to surrender any right or power herein conferred upon the Company; 
 (f) to comply with the requirements of the SEC in connection with qualification of the Indenture under the TIA; 
 (g) to
make any change that does not adversely affect the rights of any Securityholder of such Series; including, without limitation, changing any payment record dates as necessary to conform to then-current market practice; 
 (h) to provide for the issuance of and establish the form and terms and conditions of Securities of any series as permitted by this Indenture; or

 (i) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities or 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. 
 After an amendment or supplement pursuant this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such
amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section. 
  

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 SECTION 8.2 With Consent of Holders. 
 The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture with respect to any one or more Series of Securities with the written consent, as to each such Series, of the
Holders of a majority in principal amount of the Securities of such Series. However, with respect to a Series of Securities, without the consent of each Securityholder of such Series, an amendment or supplement under this Section may not:

 (a) reduce the amount of Securities the Holders of which must consent to an amendment or supplement or waiver; 
 (b) reduce the rate of or change the time for payment of interest on any Security; 
 (c) reduce the principal of or change the Stated Maturity of any Security; 
 (d) modify any redemption or repurchase right to the detriment of a Holder; 
 (e) make any Security payable in currency or consideration other than that stated in the Security; or 
 (f) make any change in Section 5.4, Section 5.7 or this second sentence of this Section 8.2. 
 An amendment or supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the
benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other Series. 
 It shall not be necessary for the consent of the Holders under this Section 8.2 to approve
the particular form of any proposed amendment or supplement, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment or supplement under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment or supplement under this Section. 
 SECTION 8.3 Compliance with Trust Indenture Act.

 Every amendment or supplement to this Indenture or the Securities shall be set forth in a supplemental indenture that complies with the TIA
as then in effect. 
 SECTION 8.4 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver under this Article becomes effective, a consent to it by a Holder of any Security is a continuing consent by the Holder and every subsequent Holder of Securities of that Series
or portion thereof that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion
of a Security if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. 
 After an amendment or supplement becomes effective, it shall bind every Securityholder of the affected Series. 
 SECTION 8.5 Notation on or
Exchange of Securities. 
 If an amendment changes the terms of a Security, the Trustee may require the Holders of the Security to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Securities of such Series regarding the changed terms and return it to the Holders. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the
Securities of such Series shall issue and the Trustee shall authenticate new Securities of such Series that reflect the changed terms. Failure to make the appropriate notation or to issue new Securities of such Series shall not affect the validity
of such amendment. 
  

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 SECTION 8.6 Trustee To Sign Amendments. 
 The Trustee shall sign any supplemental indenture which sets forth an 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 under this Indenture or otherwise. If it does, the Trustee may but need not sign it. In signing such supplemental indenture the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and, with
respect to an amendment or supplement pursuant to Section 8.2, evidence of the consents of Holders required in connection therewith. 
 SECTION
8.7 Fixing of Record Dates. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the
Holders entitled to take any action under this Indenture by vote or consent. Except as provided herein, such record date shall be the later of 30 days prior to the first solicitation of such consent or vote or the date of the most recent list of
Securityholders furnished to the Trustee pursuant to Section 2.6 prior to such solicitation. If a record date is fixed, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall
be entitled to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such Persons continue to be Holders after such record date; provided that unless such vote or consent is obtained from the
Holders (or their duly designated proxies) of the requisite principal amount of outstanding Securities prior to the date which is the 120th day after such record date, any such vote or consent previously given shall automatically and without further
action by any Holder be canceled and of no further effect. 
 ARTICLE IX 
 REDEMPTION 
 SECTION 9.1 Applicability of Article. 
 Securities of any Series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.1) in accordance with this Article. 
 SECTION 9.2 Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem Securities of any Series shall be evidenced by a resolution of the Board of Directors. In case of any redemption at
the election of the Company, the Company shall, at least 30 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such Series to be redeemed. In the case of any redemption of such Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or
(ii) that is subject to compliance with any conditions provided for in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction or conditions. 
 SECTION 9.3 Selection by Trustee of Securities to be Redeemed. 
 If less than all the Securities of the Series 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 not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions (equal to authorized denominations for Securities of that Series) of the principal amount of Securities of such Series. 
  

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 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any Series shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of
such Securities which has been or is to be redeemed. 
 SECTION 9.4 Notice of Redemption. 
 Notice of redemption shall be given by electronic transmission or first-class mail, postage prepaid, sent not less than 15 nor more than 60 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at such Holder’s registered address. 
 All notices of redemption
shall identify the Securities to be redeemed (including CUSIP and, if applicable, ISIN and Common Code numbers) and shall state: 
 (1) the Redemption Date, 
 (2) the Redemption Price, 
 (3) if less than all the outstanding Securities of such Series are to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed, 
 (4) that on the Redemption Date, the Redemption Price will become due
and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 
 (5) the place or places where such Securities are to be surrendered for payment of the Redemption Price, 
 (6) that the
redemption is for a sinking fund, if such is the case, and 
 (7) any other information as may be required by the terms of the particular
Series or the Securities of a Series being redeemed. 
 Notice of redemption of Securities of any Series to be redeemed at the election of
the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The notice if sent in the manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, a failure to give such notice by electronic transmission or mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect
the validity of the proceedings for the redemption of any other Security. 
 SECTION 9.5 Deposit of Redemption Price. 
 On or before 10:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the
Redemption Price of and accrued interest, if any, on all Securities to be redeemed on that date. 
 SECTION 9.6 Securities Redeemed in Part. 

Any Security which is to be redeemed only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee for such
Security so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same Series, 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. 
  

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 Section 9.7. Effect of Notice of Redemption. 
 Once notice of redemption is sent or published as provided in Section 9.4, Securities of a Series called for redemption become due and payable on the
Redemption Date and at the Redemption Price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price plus accrued interest to the Redemption Date. 
 ARTICLE X 
 MISCELLANEOUS

 SECTION 10.1 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by the TIA Sections 310 to 317, inclusive, through operation of TIA Section 318(c), such imposed duties shall control. 
 SECTION 10.2 Notices. 
 Any notice or communication
shall be in writing and delivered in person, or mailed by first-class mail (certified, return receipt requested), addressed as follows: 
 if
to the Company: 
 Electronic Arts Inc. 
 209 Redwood Shores Parkway 
 Redwood City, CA 94065 
 Attention: Senior Vice President and General Counsel 
 Telephone: (650) 628-1500 
 Facsimile: (650) 628-1424 
 if to the
Trustee: 
 Wells Fargo Bank, National Association 
 707 Wilshire Blvd., 17th Floor 
 Los Angeles, CA 90017 
 Attention: Corporate Trust Department 
 Telephone: (213) 614-2588 
 Facsimile: (213) 614-3355 
 The Company or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications. Any notice
to the Trustee under this Indenture shall be deemed given only when received by the Trustee at the address specified in this Section 10.2. 
 Any notice or communication to a Securityholder shall be mailed by first-class mail to the Securityholder’s address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other Securityholders. 
 If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 
 If the Company mails a notice or
communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. 
  

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 SECTION 10.3 Communication by Holders with Other Holders. 
 Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 
 SECTION 10.4 Certificate
and Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee: 
 (a) an Officers’ Certificate in form
reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent
have been complied with. 
 SECTION 10.5 Statements Required in Certificate or Opinion. 
 Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture other than
certificates provided pursuant to Section 3.3 shall include: 
 (a) a statement that the Person making such certificate or opinion
has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person,
he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 
 SECTION 10.6 Rules by Trustee and Agents. 
 The Trustee
may make reasonable rules for action by or a meeting of Securityholders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 SECTION 10.7 Legal Holidays. 
 A “Legal Holiday” is any day that is not a Business Day.
If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal
Holiday, the regular record date shall not be affected. 
 SECTION 10.8 No Recourse Against Others. 
 All liability of the Company described in the Securities insofar as it relates to any director, officer, employee or stockholder, as such, of the Company
is waived and released by each Securityholder. The waiver and release are part of the consideration for the issue of the Securities. 
 SECTION
10.9 Counterparts 
 This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  

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 SECTION 10.10 Governing Law. 
 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

 SECTION 10.11. No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this
Indenture. 
 SECTION 10.12. Successors. 
 All
agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. 
 SECTION 10.13. Severability. 
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 10.14. Table of Contents, Headings, Etc. 
 The Table of Contents, Cross Reference Table, and headings of the
Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
 SECTION 10.15 Calculation of Foreign Currency Amounts. 
 The calculation of the U.S. dollar equivalent amount for any amount denominated in a foreign currency shall be the noon buying rate in the City of New York as certified by the Federal Reserve Bank of New York on the date on which such
determination is required to be made or, if such day is not a day on which such rate is published, the rate most recently published prior to such day. 
  

 35 








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

			
	ELECTRONIC ARTS INC.
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as
Trustee

		
	By:	 	 
		 	Name:
		 	Title:


 Dated: ____________, 2008 
  


 36 








 EXHIBIT A 
 (Form of Face of Security) 
 [THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) OR A NOMINEE THEREOF. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE
INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY.]* 
  

	*	Insert in Global Security only. 

 ELECTRONIC ARTS INC.

 % [SENIOR/SUBORDINATED] NOTE DUE 
  

	
	
	  
	 CUSIP:
 ISIN:
 Common Code:



 Electronic Arts Inc., a Delaware corporation, promises to pay to [Cede & Co.]*
[        ], or registered assigns, the principal sum of              Dollars on
            . 
 Interest Payment Dates:
             and              
 Record Dates:              and               
 Additional provisions of this Security are set forth on the reverse hereof. 
  


 A-1 








 IN WITNESS WHEREOF, the Company has caused this Security to be signed manually or by facsimile by its
duly authorized officers. 
 Date:                  
  

			
	ELECTRONIC ARTS INC.
		
		 	 
		 	Name:
		 	Title:


  

			
		
		 	 
		 	Name:
		 	Title:


 TRUSTEE’S CERTIFICATE 
 OF AUTHENTICATION: 
 Wells Fargo Bank, National Association, 
 as Trustee, certifies that this is 
 one of the Securities referred to 
 in the Indenture. 
  

									
		 		 	
					
	By:	 	 	 		 	Dated:	 	 
			
	 	 		 	 
		 	Authorized Officer	 		 		 	

  

	*	Insert in Global Security only. 

  

 A-2 








 (Form of Reverse of Security) 
 ELECTRONIC ARTS INC. 
      % SENIOR NOTE DUE
             
 (1) Interest. Electronic Arts Inc., a
Delaware corporation (such corporation, and its successors and assigns under the Indenture referred to below, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the interest rate
per annum shown above. The Company will pay interest semiannually on              and             
of each year. Interest on the Securities of this Series will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from
            . Interest will be computed [on the basis of a 360-day year consisting of twelve 30-day months] [as set forth in the Officers’ Certificate or supplemental
indenture delivered pursuant to Section 2.1]. 
 (2) Method of Payment. The Company will pay interest on the Securities of
this Series (except Defaulted Interest) to the persons who are registered Holders of Securities of this Series at the close of business on the record date next preceding the interest payment date even though such Securities are canceled after the
record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. However, the Company may pay principal and interest by check payable in such money. It may mail an interest check to a Holder’s registered address. 
 (3) Paying Agent, Registrar. Initially, Wells Fargo Bank, National Association, a national banking corporation (the
“Trustee”), will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company may act as Paying Agent, Registrar or co-registrar. 
 (4) Indenture. The Company issued the Securities of this Series under an Indenture dated as of _________ (the “Indenture”)
between the Company and the Trustee. The Securities are unsecured general obligations of the Company issued and to be issued in one or more Series under the Indenture and may be issued in an unlimited principal amount. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the “TIA”). Capitalized terms used herein but not defined herein are
used as defined in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of such terms. 
 (5) Redemption. [Set forth redemption provision, if any.] 
 (6) Denominations; Transfer; Exchange. The Securities of this Series are in registered form without coupons in denominations of $1,000 and any integral multiple thereof [or as otherwise set forth in the
Security]. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The Company shall not be required (A) to issue, register the transfer of or exchange any Securities of a Series during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 9.3 of the Indenture and ending at the close of business on the day of such mailing or (B) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 (7) Defeasance. Subject to certain conditions and unless otherwise provided in the terms of the Securities of this Series, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money and/or U.S. Government Obligations for the payment of principal and interest on the Securities to maturity. 
  

 A-3 








 (8) Persons Deemed Owners. The registered Holder of a Security may be treated as its owner for
all purposes, except that interest (other than Defaulted Interest) will be paid to the person that was the registered Holder on the relevant record date for such payment of interest. 
 (9) Amendments and Waivers. Subject to certain exceptions, (i) the Indenture or the Securities may be amended or supplemented with the
consent of the Holders of a majority in principal amount of the Securities of each Series affected; and (ii) any existing default with respect to the Securities of this Series may be waived with the consent of the Holders of a majority in
principal amount of the Securities of such Series. Without the consent of any Securityholder, the Indenture or the Securities may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for assumption of
Company obligations to Securityholders or to provide for uncertificated Securities in addition to or in place of certificated Securities, to provide for guarantees with respect to, or security for, the Securities, or to comply with the TIA or to add
additional covenants or surrender Company rights, or to make any change that does not adversely affect the rights of any Securityholder. 
 (10) Remedies. If an Event of Default with respect to the Securities of this Series occurs and is continuing, the Trustee or Holders of at least 25% in principal amount of the Securities of this Series may declare all the
Securities of this Series to be due and payable immediately. Securityholders may not enforce the Indenture or the Securities of this Series except as provided in the Indenture. The Trustee may require an indemnity before it enforces the Indenture or
the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities of a Series may direct the Trustee in its exercise of any trust or power with respect to such Series. The Trustee may withhold from
Securityholders notice of any continuing default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

 (11) Subordination. [Set forth subordination provision, if any.] 
 (12) Trustee Dealings with Company. Subject to the provisions of the TIA, the Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee. The Trustee will initially be Wells Fargo Bank, National
Association. 
 (13) No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for the issue of the Securities. 
 (14) Authentication. This Security shall not be valid until authenticated by the manual signature of an authorized officer of the Trustee or an authenticating agent. 
 (15) Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities. No representation is made as to the accuracy of such numbers (or as to the accuracy of ISIN numbers, Common Code numbers or similar numbers) as printed on the Securities and reliance may be placed only on the other
identification numbers placed thereon. 
 THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE,
WHICH HAS IN IT THE TEXT OF THIS SECURITY, IN TWELVE-POINT TYPE. REQUESTS MAY BE MADE TO: INVESTOR RELATIONS DIRECTOR, ELECTRONIC ARTS INC., 209 REDWOOD SHORES PARKWAY, REDWOOD CITY, CA 94065, TELEPHONE: (650) 628-1500. 
  

 A-4 








 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to 

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

	
	
	 
	
	 
	
	 

 (Print or type assignee’s name, address and zip code) 
 and irrevocably appoint                      agent to
transfer this Security on the books of the Company. The agent may substitute another to act for him. 
  

					
			
	Dated:	 		 	Signed:
		 	 	 	___________________________________________
		 		 	 (Sign exactly as your name appears
 on the other side of this Security)


  

			
	 Signature Guarantee:
	  	
		  	 

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 A-5