EX-4.2



 Exhibit 4.2 
  

 
  

SCORPIO BULKERS INC. 

SENIOR INDENTURE 
 Dated
as of             , 2014 
  

 
 Trustee

  
  

 







 TABLE OF CONTENTS 

 
  

 

					
	 	  	PAGE	 
	
	ARTICLE 1	  
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
		
	 Section 1.01. Definitions
	  	 	1	  
	 Section 1.02. Other Definitions
	  	 	5	  
	 Section 1.03. Incorporation by Reference of Trust Indenture Act
	  	 	6	  
	 Section 1.04. Rules of Construction
	  	 	6	  
	
	ARTICLE 2	  
	THE SECURITIES	  
		
	 Section 2.01. Issuable in Series
	  	 	7	  
	 Section 2.02. Establishment of Terms of Series of Securities
	  	 	7	  
	 Section 2.03. Execution and Authentication
	  	 	9	  
	 Section 2.04. Registrar and Paying Agent
	  	 	10	  
	 Section 2.05. Paying Agent to Hold Money in Trust
	  	 	11	  
	 Section 2.06. Securityholder Lists
	  	 	11	  
	 Section 2.07. Transfer and Exchange
	  	 	11	  
	 Section 2.08. Mutilated, Destroyed, Lost and Stolen Securities
	  	 	12	  
	 Section 2.09. Outstanding Securities
	  	 	12	  
	 Section 2.10. Treasury Securities
	  	 	13	  
	 Section 2.11. Temporary Securities
	  	 	13	  
	 Section 2.12. Cancellation
	  	 	14	  
	 Section 2.13. Defaulted Interest
	  	 	14	  
	 Section 2.14. Global Securities
	  	 	14	  
	 Section 2.15. CUSIP Numbers
	  	 	16	  
	
	ARTICLE 3	  
	REDEMPTION	  
		
	 Section 3.01. Notice to Trustee
	  	 	17	  
	 Section 3.02. Selection of Securities to be Redeemed
	  	 	17	  
	 Section 3.03. Notice of Redemption
	  	 	17	  
	 Section 3.04. Effect of Notice of Redemption
	  	 	18	  
	 Section 3.05. Deposit of Redemption Price
	  	 	18	  
	 Section 3.06. Securities Redeemed in Part
	  	 	18	  
	
	ARTICLE 4	  
	COVENANTS	  
		
	 Section 4.01. Payment of Principal and Interest
	  	 	18	  
	 Section 4.02. SEC Reports
	  	 	19	  
	 Section 4.03. Compliance Certificate
	  	 	19	  


  
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	 Section 4.04. Stay, Extension and Usury Laws
	  	 	20	  
	 Section 4.05. Corporate Existence
	  	 	20	  
	 Section 4.06. Taxes
	  	 	20	  
	 Section 4.07. Additional Interest Notice
	  	 	20	  
	 Section 4.08. Further Instruments and Acts
	  	 	21	  
	 Section 4.09. Calculation of Original Issue Discount
	  	 	21	  
	
	ARTICLE 5	  
	SUCCESSORS	  
		
	 Section 5.01. When Company May Merge, Etc
	  	 	21	  
	 Section 5.02. Successor Corporation Substituted
	  	 	21	  
	
	ARTICLE 6	  
	DEFAULTS AND REMEDIES	  
		
	 Section 6.01. Events of Default
	  	 	22	  
	 Section 6.02. Acceleration of Maturity; Rescission and Annulment
	  	 	24	  
	 Section 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	25	  
	 Section 6.04. Trustee May File Proofs of Claim
	  	 	25	  
	 Section 6.05. Trustee May Enforce Claims Without Possession of Securities
	  	 	26	  
	 Section 6.06. Application of Money Collected
	  	 	26	  
	 Section 6.07. Limitation on Suits
	  	 	27	  
	 Section 6.08. Unconditional Right of Holders to Receive Principal and Interest
	  	 	27	  
	 Section 6.09. Restoration of Rights and Remedies
	  	 	27	  
	 Section 6.10. Rights and Remedies Cumulative
	  	 	28	  
	 Section 6.11. Delay or Omission Not Waiver
	  	 	28	  
	 Section 6.12. Control by Holders
	  	 	28	  
	 Section 6.13. Waiver of Past Defaults
	  	 	28	  
	 Section 6.14. Undertaking for Costs
	  	 	29	  
	
	ARTICLE 7	  
	TRUSTEE	  
		
	 Section 7.01. Duties of Trustee
	  	 	29	  
	 Section 7.02. Rights of Trustee
	  	 	30	  
	 Section 7.03. Individual Rights of Trustee
	  	 	31	  
	 Section 7.04. Trustee’s Disclaimer
	  	 	31	  
	 Section 7.05. Notice of Defaults
	  	 	32	  
	 Section 7.06. Reports by Trustee to Holders
	  	 	32	  
	 Section 7.07. Compensation and Indemnity
	  	 	32	  
	 Section 7.08. Replacement of Trustee
	  	 	33	  
	 Section 7.09. Successor Trustee by Merger, etc
	  	 	34	  
	 Section 7.10. Eligibility; Disqualification
	  	 	34	  
	 Section 7.11. Preferential Collection of Claims Against Company
	  	 	34	  


  
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	ARTICLE 8	  
	SATISFACTION AND DISCHARGE; DEFEASANCE	  
		
	 Section 8.01. Satisfaction and Discharge of Indenture
	  	 	34	  
	 Section 8.02. Application of Trust Funds; Indemnification
	  	 	35	  
	 Section 8.03. Legal Defeasance of Securities of any Series
	  	 	36	  
	 Section 8.04. Covenant Defeasance
	  	 	38	  
	 Section 8.05. Repayment to Company
	  	 	39	  
	
	ARTICLE 9	  
	AMENDMENTS AND WAIVERS	  
		
	 Section 9.01. Without Consent of Holders
	  	 	39	  
	 Section 9.02. With Consent of Holders
	  	 	40	  
	 Section 9.03. Limitations
	  	 	40	  
	 Section 9.04. Compliance with Trust Indenture Act
	  	 	41	  
	 Section 9.05. Revocation and Effect of Consents
	  	 	41	  
	 Section 9.06. Notation on or Exchange of Securities
	  	 	41	  
	 Section 9.07. Trustee Protected
	  	 	42	  
	 Section 9.08. Effect of Supplemental Indenture
	  	 	42	  
	
	ARTICLE 10	  
	MISCELLANEOUS	  
		
	 Section 10.01. Trust Indenture Act Controls
	  	 	42	  
	 Section 10.02. Notices
	  	 	42	  
	 Section 10.03. Communication by Holders with Other Holders
	  	 	43	  
	 Section 10.04. Certificate and Opinion as to Conditions Precedent
	  	 	43	  
	 Section 10.05. Statements Required in Certificate or Opinion
	  	 	43	  
	 Section 10.06. Record Date for Vote or Consent of Holders
	  	 	44	  
	 Section 10.07. Rules by Trustee and Agents
	  	 	44	  
	 Section 10.08. Legal Holidays
	  	 	44	  
	 Section 10.09. No Recourse Against Others
	  	 	44	  
	 Section 10.10. Counterparts
	  	 	44	  
	 Section 10.11. Governing Laws and Submission to Jurisdiction
	  	 	45	  
	 Section 10.12. No Adverse Interpretation of Other Agreements
	  	 	45	  
	 Section 10.13. Successors
	  	 	45	  
	 Section 10.14. Severability
	  	 	45	  
	 Section 10.15. Table of Contents, Headings, Etc
	  	 	45	  
	 Section 10.16. Securities in a Foreign Currency or in ECU
	  	 	46	  
	 Section 10.17. Judgment Currency
	  	 	46	  
	 Section 10.18. Compliance with Applicable Anti-Terrorism and Money Laundering Regulations
	  	 	47	  
	 Section 10.19. Force Majeure
	  	 	47	  
	 Section 10.20. Jury Trial Waiver
	  	 	47	  


  
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	ARTICLE 11	  
	SINKING FUNDS	  
		
	 Section 11.01. Applicability of Article
	  	 	47	  
	 Section 11.02. Satisfaction of Sinking Fund Payments with Securities
	  	 	48	  
	 Section 11.03. Redemption of Securities for Sinking Fund
	  	 	48	  


  
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 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, 

Dated as of             , 2014 

 

			
	Section 310(a)(1)	  	7.10
	(a)(2)	  	7.10
	(a)(3)	  	Not Applicable
	(a)(4)	  	Not Applicable
	(a)(5)	  	7.10
	(b)	  	7.10
	(c)	  	Not Applicable
	Section 311(a)	  	7.11
	(b)	  	7.11
	(c)	  	Not Applicable
	Section 312(a)	  	2.06
	(b)	  	10.03
	(c)	  	10.03
	Section 313(a)	  	7.06
	(b)(1)	  	7.06
	(b)(2)	  	7.06
	(c)(1)	  	7.06
	(d)	  	7.06
	Section 314(a)	  	4.02, 10.05
	(b)	  	Not Applicable
	(c)(1)	  	10.04
	(c)(2)	  	10.04
	(c)(3)	  	Not Applicable
	(d)	  	Not Applicable
	(e)	  	10.05
	(f)	  	Not Applicable
	Section 315(a)	  	7.01
	(b)	  	7.05
	(c)	  	7.01
	(d)	  	7.01
	(e)	  	6.14
	Section 316(a)(1)(A)	  	6.12
	(a)(1)(B)	  	6.13
	(a)(2)	  	Not Applicable
	(b)	  	6.13
	(c)	  	10.06
	Section 317(a)(1)	  	6.03
	(a)(2)	  	6.04
	(b)	  	2.05
	Section 318(a)	  	10.01

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

  
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 Indenture dated as of             ,
2014 between Scorpio Bulkers Inc., a company organized under the laws of the Republic of the Marshall Islands (the “Company”) and
                    , a New York banking corporation (the “Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01. Definitions. 

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

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

“Bankruptcy Law” means Title 11 of the United States Code (or any successor thereto) or any similar federal or state law for
the relief of debtors. 
 “Board of Directors” means the board of directors of the Company or any duly authorized committee
thereof. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 

“Business Day” means any day other than a (x) Saturday, (y) Sunday or (z) day on which state or federally
chartered banking institutions in New York, New York are not required to be open. 
 “Capital Stock” of any Person means
any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, but excluding any debt securities convertible into such equity. 







 “Certificated Securities” means Securities in the form of physical, certificated
Securities in registered form. 
 “Company” means the party named as such above until a successor replaces it in accordance
with the terms of this Indenture and thereafter means the successor. 
 “Company Order” means a written order signed in the
name of the Company by one Officer, which officer must be the Company’s principal executive officer, principal financial officer, principal accounting officer, General Counsel or Secretary. 

“Company Request” means a written request signed in the name of the Company by its Chairman of the Board, a President or a
Vice President, and by its Chief Financial Officer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall
be principally administered which office at the date of the execution of this Indenture is                     ,
                    , Attention:
                    , or at such other address as the Trustee may designate from time to time or the designated corporate trust office of any
successor Trustee, or such other address as such successor Trustee may designate from time to time. 
 “Custodian” means
any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. 
 “Default” or
“default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 

“Default Rate” means the default rate of interest specified in the Securities. 

“Depository” means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or
more Global Securities, the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, “Depository”
as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. Initially, the Depository shall be The Depository Trust Company. 

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02. 
 “Dollars” means the
currency of The United States of America. 
 “ECU” means the European Currency Unit as determined by the Commission of the
European Union. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

  
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 “Foreign Currency” means any currency or currency unit issued by a government
other than the government of The United States of America. 
 “Foreign Government Obligations” means with respect to
Securities of any Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or
(ii) obligations of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in
either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. 
 “Global
Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing all or part of a Series of Securities, issued to the Depository for such Series
or its nominee, and registered in the name of such Depository or nominee. 
 “Holder” or “Securityholder”
means a Person in whose name a Security is registered. 
 “Indenture” means this Indenture as amended and supplemented from
time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder. 

“Interest,” in respect of the Securities, unless the context otherwise requires, refers to interest payable on the
Securities, including any additional interest that may become payable pursuant to Section 6.02(b). 
 “Maturity,” when used
with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise. 
 “Officer” means the
Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company. 

“Officers’ Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal
executive officer, principal financial officer or principal accounting officer. 
 “Opinion of Counsel” means a written
opinion of legal counsel who is, and which opinion is, reasonably acceptable to the Trustee and its counsel. Such legal counsel may be an employee of or counsel to the Company or the Trustee. 

  
 3 








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

“Principal” or “principal” of a Security means the principal of the Security plus, when appropriate,
the premium, if any, on, and any Additional Amounts in respect of, the Security. 
 “Responsible Officer”
means any officer of the Trustee in its Corporate Trust Office and also means, any vice president, managing director, director, associate, assistant vice president, or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a
particular subject and who shall have direct responsibility for the administration of this Indenture. 
 “SEC” means
the Securities and Exchange Commission. 
 “Security” or “Securities” means the debentures, notes
or other debt instruments of the Company of any Series authenticated and delivered under this Indenture. 

“Series” or “Series of Securities” means each series of debentures, notes or other debt instruments
of the Company created pursuant to Sections 2.01 and 2.02 of the Indenture. 
 “Significant Subsidiary” means
(i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is
in effect on the date hereof, or (ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof. 
 “Stated
Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable. 
 “Subordinated Indebtedness” means any indebtedness which is
expressly subordinated to the indebtedness evidenced by Securities. 
 “Subsidiary” means, in respect of any Person,
any corporation, association, partnership or other business entity of which more than 50% of (a) the class of securities entitled to vote in the election of directors, managers, general partner or trustees; or (b) the total voting power of
shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the 

  
 4 








 
election of directors, managers, general partners or trustees thereof, is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more
Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person. 
 “TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by
any such amendment, the Trust Indenture Act as so amended. 
 “Trustee” means the person named as the
“Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then
a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series. 

“U.S. Government Obligations” means securities which are (i) direct obligations of The United States of America
for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of The United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by The United States of America, and which in the case of (i) and (ii) are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government
Obligation evidenced by such depository receipt. 
 Section 1.02. Other Definitions. 

 

			
	 Term
	  	 Defined in

Section

	“Applicable Law”	  	10.18
	“Event of Default”	  	6.01
	“Instrument”	  	6.01
	“Journal”	  	10.16
	“Judgment Currency”	  	10.17
	“Legal Holiday”	  	10.08
	“mandatory sinking fund payment”	  	11.01
	“Market Exchange Rate”	  	10.16
	“New York Banking Day”	  	10.17
	“optional sinking fund payment”	  	11.01
	“Paying Agent”	  	2.04
	“Registrar”	  	2.04
	“Required Currency”	  	10.17
	“successor person”	  	5.01
	“Temporary Securities”	  	2.11


  
 5 








 Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. This Indenture shall also include those provisions of the TIA required to be included herein by the provisions of the Trust
Indenture Reform Act of 1990. The following TIA terms used in this Indenture have the following meanings: 
 “indenture
securities” means the Securities. 
 “indenture security holder” means a Securityholder. 

“indenture to be qualified” means this Indenture. 

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

“obligor” on the indenture securities means the Company and any successor obligor upon the Securities. 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined. 
 Section 1.04. Rules of Construction. Unless the
context otherwise requires: 
 (a) a term has the meaning assigned to it; 

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

(c) references to “generally accepted accounting principles” shall mean generally accepted accounting principles in effect as of the
time when and for the period as to which such accounting principles are to be applied; 
 (d) “or” is not exclusive; 

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

(f) provisions apply to successive events and transactions; 

(g) references to agreements and other instruments include subsequent amendments thereto; 

  
 6 








 (h) the term “merger” includes a statutory share exchange, and the term
“merged” has a correlative meaning; and 
 (i) “herein,” “hereof” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 ARTICLE 2 

THE SECURITIES 

Section 2.01. Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officers’ Certificate
detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture
may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all
Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 
 Section 2.02.
Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally), in the case of Subsection (a), and either as to such Securities
within the Series or as to the Series generally in the case of Subsections (b) through (t) by a Board Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted under a Board Resolution: 

(a) the title, designation, aggregate principal amount and authorized denominations of the Securities of the Series; 

(b) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the Securities of the Series will be
issued; 
 (c) the date or dates on which the principal of the Securities of the Series is payable; 

(d) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall commence and be
payable and any regular record date for the interest payable on any interest payment date; 
 (e) any optional or mandatory sinking fund
provisions or conversion or exchangeability provisions upon which Securities of the Series shall be redeemed, purchased, converted or exchanged; 

  
 7 








 (f) the date, if any, after which and the price or prices at which the Securities of the Series
may be optionally redeemed or must be mandatorily redeemed and any other terms and provisions of optional or mandatory provisions; 
 (g) if
other than denominations of $25 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 

(h) if other than the full principal amount, the portion of the principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration pursuant to Section 6.02 or provable in bankruptcy; 
 (i) any addition to or change in the Events of
Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02; 

(j) the currency or currencies, including composite currencies, in which payments of principal of, premium or interest, if any, on the
Securities of the Series will be payable, if other than the currency of the United States of America; 
 (k) if payments of principal of,
premium or interest, if any, on the Securities of the Series will be payable, at the Company’s election or at the election of any Holder, in a currency other than that in which the Securities of the Series are stated to be payable, the period
or periods within which, and the terms and conditions upon which, the election may be made; 
 (l) if payments of interest, if any, on the
Securities of the Series will be payable, at the Company’s election or at the election of any Holder, in cash or additional securities, and the terms and conditions upon which the election may be made; 

(m) if denominated in a currency or currencies other than the currency of the United States of America, the equivalent price of the Securities
of the Series in the currency of the United States of America for purposes of determining the voting rights of Holders of the Securities of the Series; 

(n) if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on
a coin or currency other than that in which the Securities of the Series are stated to be payable, the manner in which the amounts will be determined; 

(o) any restrictive covenants or other material terms relating to the Securities of the Series; 

(p) whether the Securities of the Series will be issued in the form of global securities or certificates in registered form; 

(q) any terms with respect to subordination; 

  
 8 








 (r) any listing on any securities exchange or quotation system; 

(s) additional provisions, if any, related to defeasance and discharge of the offered debt securities; and 

(t) the applicability of any guarantees. 

All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuance of additional
Securities of such Series, unless otherwise provided in such Board Resolution, supplemental Indenture or Officers’ Certificate. 

Section 2.03. 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 the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a
Company Order. Such Company Order may authorize authentication and delivery pursuant to written or electronic instructions in PDF form from the Company or its duly authorized agent or agents. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. 
 The
aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate
delivered pursuant to Section 2.02, except as provided in Section 2.08. 
 Prior to the issuance of Securities of any Series, the
Trustee shall have received and (subject to Section 7.02) shall be fully protected, in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04, and (c) an Opinion of Counsel complying with
Section 10.04. 
 The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if
the Trustee, being advised by counsel, determines that 

  
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such action may not lawfully be taken; or (b) if a Responsible Officer of the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders
of any then outstanding Series of Securities. 
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as
an Agent to deal with the Company or an Affiliate. 
 If any successor that has replaced the Company in accordance with Article 5 has
executed an indenture supplemental hereto with the Trustee pursuant to Section 5.01, any of the Securities authenticated or delivered prior to such transaction may, from time to time, at the request of such successor, be exchanged for other
Securities executed in the name of the such successor with such changes in phraseology and form as may be appropriate, but otherwise identical to the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon
receipt of a Company Order of such successor, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of such successor
pursuant to this provision of Section 2.03 in exchange or substitution for or upon registration of transfer of any Securities, such successor, at the option of the Holders but without expense to them, shall provide for the exchange of all
Securities then outstanding for Securities authenticated and delivered in such new name. 
 Section 2.04. Registrar and
Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented
or surrendered for payment (“Paying Agent”) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”). The Registrar shall keep a
register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar and Paying Agent. If
at any time the Company shall fail to maintain any such required Registrar or Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations and surrenders may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations and surrenders. 
 The
Company may also from time to time designate one or more co-registrars or additional paying agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company
of its obligations to maintain a Registrar or Paying Agent in each place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the name or address of any such co-registrar or additional paying agent. The term “Registrar” includes any co-registrar; and the term “Paying Agent” includes any additional paying agent. 

  
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 The Company hereby appoints
                     as the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent as the case may be, is
appointed prior to the time Securities of that Series are first issued. Each Registrar and Paying Agent shall be entitled to all of the rights, protections, exculpations and indemnities afforded to the Trustee in connection with its roles as
Registrar and Paying Agent. 
 Section 2.05. Paying Agent to Hold Money in Trust. The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest
on the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. 

Section 2.06. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most
recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee quarterly
with respect to the Securities of each series not later than March 1, June 1, September 1 or December 1 of the year or at such other times as the Trustee may request in writing, within 30 days after the receipt by the
Company of any such request a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. 

Section 2.07. Transfer and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge required by law. 
 Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business 15 days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities
selected, called or being called for redemption in part. 

  
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 All Securities issued upon any transfer or exchange of Securities shall be valid obligations of
the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.04 shall provide to the Trustee such
information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable U.S. federal or state securities law. 

Section 2.08. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Registrar,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Registrar (i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Registrar that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. 
 The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

Section 2.09. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those 

  
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delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not
outstanding. 
 If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the Company, a Subsidiary
or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue. 
 A Security does not cease to be outstanding because the Company or an Affiliate holds the Security, provided
that in determining whether the Holders of the requisite principal amount of outstanding Securities have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Securities owned by or held for
the account of the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned will be so disregarded). Securities so owned which have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any Affiliate of the Company. 

In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. 
 Section 2.10.
Treasury Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver only Securities of a Series
that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 
 Section 2.11. Temporary
Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary securities upon a Company Order (“Temporary Securities”). 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, 

  
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the Company shall prepare and the Trustee upon written request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so
exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities. 
 Section 2.12.
Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee or its agent any Securities surrendered to them for transfer, exchange, payment or
conversion. The Trustee and no one else shall cancel, in accordance with its standard procedures, all Securities surrendered for transfer, exchange, payment, replacement, conversion or cancellation and shall deliver the cancelled Securities to the
Company. No Security shall be authenticated in exchange for any Security cancelled pursuant to this Section 2.12. 
 The Company may,
to the extent permitted by law, purchase Securities in the open market or by tender offer at any price or by private agreement. Any Securities purchased or otherwise acquired by the Company or any of its Subsidiaries prior to the final maturity of
such Securities may, to the extent permitted by law, be reissued or resold or may, at the option of the Company, be surrendered to the Trustee for cancellation. Any Securities surrendered for cancellation may not be reissued or resold and shall be
promptly cancelled by the Trustee, and the Company may not issue any new Securities to replace any such Securities. 

Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay
defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest at the Default Rate, to the persons who are Security holders of the Series on a subsequent special record date. The Company shall fix the record
date and payment date. At least 10 days before the record date, the Company shall mail to the Trustee and the Paying Agent and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to
be paid. The Company may pay defaulted interest in any other lawful manner. 
 Section 2.14. Global Securities.
(a) A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for
such Global Security or Securities. 
 (b) (i) Notwithstanding any provisions to the contrary contained in Section 2.07 of the
Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depository for such Security or its nominee only if
(A) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case,
the Company fails to appoint a successor Depository within 90 days of such event, (B) the Company determines the Securities shall no longer be represented by a Global Security and executes and delivers


  
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to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (C) an Event of Default with respect to the Securities represented by such
Global Security shall have happened and be continuing and the Depository requests the issuance of certificated Securities. 

(ii) Except as provided in this Section 2.14(b), a Global Security may not be transferred except as a whole by the
Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee
of such a successor Depository. 
 (iii) Securities issued in exchange for a Global Security or any portion thereof shall be
issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized
denominations as the Depository shall designate and shall bear the applicable legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depository to the Trustee, as Registrar. With regard to any Global
Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Registrar is acting as custodian for the Depository or its nominee with respect to such Global Security, the principal amount thereof shall
be reduced by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security
issuable on such exchange to or upon the order of the Depository or an authorized representative thereof. 
 (iv) The
registered Holder may grant proxies and otherwise authorize any Person, including participants in the Depository and persons that may hold interests through participants in the Depository, to take any action which a Holder is entitled to take under
this Indenture or the Securities. 
 (v) In the event of the occurrence of any of the events specified in 2.14(b)(i), the
Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons. If (A) an event described in (A)Section 2.14(b)(i)(A) or (B) occurs and
definitive Certificated Securities are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner instructions to obtain definitive Certificated Securities due to an event described in
Section 2.14(b)(i)(C) and definitive Certificated Securities are not issued promptly to any such beneficial owner, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.07
hereof, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial owner’s Securities as if such definitive certificated Securities had been issued.


  
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 (vi) Notwithstanding any provision to the contrary in this Indenture, so long as
a Global Security remains outstanding and is held by or on behalf of the Depository, transfers of a Global Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Section 2.07, this
Section 2.14(b) and the rules and procedures of the Depository for such Global Security to the extent applicable to such transaction and as in effect from time to time. 

(c) Any Global Security issued hereunder shall bear a legend in substantially the following form: 

“This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of
such a successor Depository.” 
 (d) The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 

(e) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the
principal of and interest, if any, on any Global Security shall be made to the Holder thereof at their registered office. 
 (f) At all
times the Securities are held in book-entry form with a Depository, (i) the Trustee may deal with such Depository as the authorized representative of the Holders, (ii) the rights of the Holders shall be exercised only through the
Depository and shall be limited to those established by law and agreement between the Holders and the Depository and/or direct participants of the Depository, (iii) the Depository will make book-entry transfers among the direct participants of
the Depository and will receive and transmit distributions of principal and interest on the Securities to such direct participants; and (iv) the direct participants of the Depository shall have no rights under this Indenture, or any supplement
hereto, under or with respect to any of the Securities held on their behalf by the Depository, and the Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Securities for all
purposes whatsoever. 
 Section 2.15. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP,”
“CCN,” “ISIN” or other identification numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP,” “CCN,” “ISIN” or such other identification 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 

  
 16 








 
redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in “CUSIP,” “CCN” or
“ISIN” numbers. 
 ARTICLE 3 

REDEMPTION 

Section 3.01. Notice to Trustee. The Company may, with respect to any series of Securities, reserve the right to redeem and
pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is
redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee and Registrar in writing of the redemption
date and the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least five calendar days before the redemption notice required by Section 3.03 shall be sent (or such shorter notice as may be acceptable
to the Trustee and Registrar). 
 Section 3.02. Selection of Securities to be Redeemed. Unless otherwise indicated
for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Registrar shall select the Securities of the Series to be redeemed in
accordance with the Depository’s customary procedures. The Registrar shall make the selection from Securities of the Series outstanding not previously called for redemption. The Registrar may select for redemption portions of the principal of
Securities of the Series that have denominations larger than $25. Securities of the Series and portions of them it selects shall be in amounts of $25 or whole multiples of $25 or, with respect to Securities of any Series issuable in other
denominations pursuant to Section 2.02(g), the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption. 
 Section 3.03. Notice of Redemption. Unless otherwise indicated
for a particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to
each Holder whose Securities are to be redeemed. 
 The notice shall identify the Securities of the Series to be redeemed and shall
state: 
 (a) the redemption date; 

(b) the redemption price; 
 (c)
the name and address of the Paying Agent; 

  
 17 








 (d) that Securities of the Series called for redemption must be surrendered to the Paying Agent
to collect the redemption price; 
 (e) that interest on Securities of the Series called for redemption ceases to accrue on and after the
redemption date; 
 (f) the “CUSIP,” “CCN” or “ISIN” number of the Securities to be redeemed; and 

(g) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed. 

At the Company’s written request, the Trustee shall distribute the notice of redemption prepared by the Company in the Company’s
name and at its expense. 
 Section 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed or
published as provided in Section 3.03, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent,
such Securities shall be paid at the redemption price plus accrued interest to the redemption date. 
 Section 3.05.
Deposit of Redemption Price. On or before 10:00 a.m. New York City time on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to
be redeemed on that date. 
 Section 3.06. Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. 

ARTICLE 4 
 COVENANTS 

Section 4.01. Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each
Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 

Unless otherwise provided under the terms of a particular Series of Securities: 

(a) an installment of principal or interest shall be considered paid on the date it is due if the Paying Agent (other than the Company) holds
by 10:00 a.m., New York City time, on that date money, deposited by the Company or an Affiliate thereof, sufficient to pay such installment. The Company shall (in immediately available funds), to the fullest extent permitted by law, pay interest on
overdue principal and overdue installments of interest at the rate borne by the Securities per annum; and 

  
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 (b) payment of the principal of and interest on the Securities shall be made at the office or
agency of the Company maintained for that purpose in New York City (which shall initially be                     , the Paying Agent) in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address appears in the register; provided, further, that a Holder with an aggregate principal amount in excess of $1,000,000 will be paid by wire transfer in immediately available funds at the election of such Holder
if such Holder has provided wire transfer instructions to the Company at least 15 days prior to the payment date. 
 Section 4.02.
SEC Reports. So long as any Securities are outstanding, the Company shall (i) file with the SEC within the time periods prescribed by its rules and regulations and (ii) furnish to the Trustee and the Holders of the Securities within
15 days after the date on which the Company would be required to file the same with the SEC pursuant to its rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), all financial information required
to be furnished or filed with the SEC pursuant to Section 13 and Section 15(d) of the Exchange Act and, with respect to the annual consolidated financial statements only, a report thereon by the Company’s independent auditors. The
Company also shall comply with the other provisions of TIA Section 314(a). 
 Delivery of such reports, information and documents to
the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Company shall not be required to file any report or other information with the SEC if the SEC does not
require or permit such filing. Documents filed by the Company with the SEC via the SEC’s EDGAR system (or any successor thereto) will be deemed furnished to the Trustee and the Holders of the Securities as of the time such documents are filed
via EDGAR (or such successor), provided, that the Trustee shall have no obligation to determine whether such information, documents or reports have been filed via EDGAR (or such successor). 

Section 4.03. Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he may have knowledge in reasonable detail and the efforts to remedy the same). 

  
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 The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any Event of Default described in Section 6.01(e), (f), (g) or (h) and any event of which it becomes aware that with the giving of notice or the lapse of time would become such an
Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. For the avoidance of doubt, a breach of a covenant under an Instrument that is not a payment default and that has not given rise to a right
of acceleration under such Instrument shall not trigger the requirement to provide notice under this paragraph. 
 Section 4.04.
Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law
has been enacted. 
 Section 4.05. Corporate Existence. Subject to Article 5, 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 the corporate, partnership or other existence of each Significant Subsidiary in accordance with the respective organizational documents of each Significant
Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any Significant Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that
the loss thereof is not adverse in any material respect to the Holders. 
 Section 4.06. Taxes. The Company shall, and shall
cause each of its Subsidiaries to, pay prior to delinquency all taxes, assessments and governmental levies, except as contested in good faith and by appropriate proceedings. 

Section 4.07. Additional Interest Notice. In the event that the Company is required to pay additional interest to Holders of
Securities pursuant to Section 6.02(b) hereof, the Company shall provide a direction or order in the form of a written notice to the Trustee (and if the Trustee is not the Paying Agent, the Paying Agent) of the Company’s obligation to pay
such additional interest no later than 10 Business Days prior to date on which any such additional interest is scheduled to be paid. Such notice shall set forth the amount of additional interest to be paid by the Company on such payment date and
direct the Trustee (or, if the Trustee is not the Paying Agent, the Paying Agent) to make payment to the extent it receives funds from the Company to do so. The Trustee shall not at any time be under any duty or responsibility to any Holder to
determine whether additional interest is payable, or with respect to the nature, extent, or calculation of the amount of additional interest owed, or with respect to the method employed in such calculation of additional interest. 

  
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 Section 4.08. Further Instruments and Acts. The Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture. 

Section 4.09. Calculation of Original Issue Discount. The Company shall file with the Trustee promptly at the end of each calendar
year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 
 ARTICLE 5 

SUCCESSORS 

Section 5.01. When Company May Merge, Etc. The Company shall not consolidate with, enter into a binding share exchange, or merge
into any other Person in a transaction in which it is not the surviving entity, or sell, assign, convey, transfer or lease or otherwise dispose of all or substantially all of its properties and assets to any Person (a “successor
person”), unless: 
 (a) the successor person (if any) is a corporation, partnership, trust or other entity organized and validly
existing under the laws of the Marshall Islands, the United States, any state of the United States or the District of Columbia and expressly assumes by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of, and any interest on, all Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; 

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

(c) the Company shall have delivered to the Trustee, prior to the consummation of the proposed transaction, an Officers’ Certificate to
the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. 

Section 5.02. Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor person formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or
other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however,
that the predecessor company in the case of a sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company shall not be released from the obligation to pay the principal of and interest, if any, on the
Securities. 

  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. “Event of Default,” wherever used herein with respect to securities of any
Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 

(a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for
a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or 

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

(c) default in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or 

(d) the Company fails to perform or comply with any of its other covenants or agreements contained in the Securities or in this Indenture
(other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (a), (b) or (c) of this Section 6.01) and the default continues for 60 days after notice is given as specified
below; 
 (e) any indebtedness under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any
Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by, or any other payment obligation of, the Company or any Subsidiary (an
“Instrument”) with a principal amount then, individually or in the aggregate, outstanding in excess of $25.0 million, whether such indebtedness now exists or shall hereafter be created, is not paid at Maturity or when otherwise due or is
accelerated, and such indebtedness is not discharged, or such default in payment or acceleration is not cured, rescinded or waived within the applicable grace period, within a period of 30 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Securities of that Series a written notice specifying such default and requiring the
Company to cause such indebtedness to be discharged or cause such default to be cured or waived or such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder. A payment obligation (other
than indebtedness under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money 

  
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borrowed by the Company or any Subsidiary) shall not be deemed to have matured, come due, or been accelerated to the extent that it is being disputed by the relevant obligor or obligors in good
faith. For the avoidance of doubt, the Maturity of an Instrument is the Maturity as set forth in that Instrument, as it may be amended from time to time in accordance with the terms of that Instrument; 

(f) the Company or any Subsidiary fails to pay one or more final and non-appealable judgments entered by a court or courts of competent
jurisdiction, the aggregate uninsured or unbonded portion of which is in excess of $25.0 million, if the judgments are not paid, discharged, waived or stayed within 90 days; 

(g) the Company or any Subsidiary of the Company, pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences a voluntary case or proceeding; 

(ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; 

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; or 

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

(v) or generally is unable to pay its debts as the same become due; or 

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against the Company or any of its Subsidiaries in an involuntary case or proceeding; 

(ii) appoints a Custodian of the Company or any of its Significant Subsidiaries for all or substantially all of the property of
the Company or any such Significant Subsidiary; or 
 (iii) orders the liquidation of the Company or any of its Subsidiaries;

 and the case of each of clause (ii), (iii) and (iv), the order or decree remains unstayed and in effect for 60 consecutive days; or

 (iv) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.02(i). 
 A default under
clause (d) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding notify the Company and the Trustee, in writing of the default,


  
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and the Company does not cure the default within 60 days after receipt of such notice. The notice given pursuant to this Section 6.01 must specify the default, demand that it be remedied and
state that the notice is a “Notice of Default.” When any default under this Section 6.01 is cured, it ceases. 
 The Trustee
shall not be charged with knowledge of any Event of Default unless written notice thereof shall have been given to a Responsible Officer at the Corporate Trust Office of the Trustee by the Company, a Paying Agent, any Holder or any agent of any
Holder. 
 Section 6.02. Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an
Event of Default specified in clause (g) or (h) of Section 6.01) occurs and is continuing with respect to any Securities of any Series, then in every such case, the Trustee may, by notice to the Company, or the Holders of at least 25%
in aggregate principal amount of the Securities of that Series (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) then outstanding may, by notice
to the Company and the Trustee, declare all unpaid principal of, and accrued and unpaid interest on to the date of acceleration, the Securities of that Series then outstanding (if not then due and payable) to be due and payable upon any such
declaration, and the same shall become and be immediately due and payable. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs, all unpaid principal of the Securities then outstanding, and all accrued and
unpaid interest thereon to the date of acceleration, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of a majority in aggregate principal amount of
the Securities of that Series then outstanding by notice to the Trustee may rescind an acceleration of such Securities of that Series and its consequences if (a) all existing Events of Default, other than the nonpayment of the principal of the
Securities which has become due solely by such declaration of acceleration, have been cured or waived; (b) to the extent the payment of such interest is lawful, interest (calculated at the Default Rate) on overdue installments of interest and
overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (c) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (d) all payments due to
the Trustee and any predecessor Trustee under Section 7.07 have been made. No such rescission shall affect any subsequent default or impair any right consequent thereto. 

(b) Notwithstanding any of provision of this Article 6, at the election of the Company in its sole discretion, the sole remedy under this
Indenture for an Event of Default relating to the failure to comply with Section 4.02, and for any failure to comply with the requirements of Section 314(a)(1) of the TIA, will consist, for the 180 days after the occurrence of such an
Event of Default, exclusively of the right to receive additional interest on the Securities at a rate equal to 0.50% per annum of the aggregate principal amount of the Securities then outstanding up to, but not including, the 181st day
thereafter (or, if applicable, the earlier date on which the Event of Default relating to Section 4.02 is cured or waived). Any such additional interest will be payable in the same manner and on the same dates as the stated interest payable on
the Securities. In no 

  
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event shall additional interest accrue under the terms of this Indenture at a rate in excess of 0.50% per annum, in the aggregate, for any violation or default caused by the failure of the
Company to be current in respect of its Exchange Act reporting obligations. If the Event of Default is continuing on the 181st day after an Event of Default relating to a failure to comply with Section 4.02, the Securities will be subject to
acceleration as provided in this Section 6.02. The provisions of this Section 6.02(b) will not affect the rights of Holders in the event of the occurrence of any other Events of Default. 

In order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating
to the failure to comply with Section 4.02 in accordance with the immediately preceding paragraph, the Company shall notify in writing all Holders and the Trustee and Paying Agent of such election on or before the close of business on the fifth
Business Day after the date on which such Event of Default otherwise would occur. Upon a failure by the Company to timely give such notice or pay additional interest, the Securities will be immediately subject to acceleration as otherwise provided
in this Section 6.02. 
 Section 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee. If an Event of
Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any
other proper remedy. 
 If an Event of Default in the payment of principal, interest, if any, specified in clause (a) or (b) of
Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or another obligor on the Securities for the whole amount of principal, and accrued interest
remaining unpaid, if any, together with, to the extent that payment of such interest is lawful, interest on overdue principal, on overdue installments of interest, if any, in each case at the Default Rate, and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

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

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

Section 6.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid: and 
 First: To the payment of all amounts due the Trustee under Section 7.07; 

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

Third: To the Company. 

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

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
Series; 
 (b) the Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such Holder
or Holders have offered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 

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

 (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that Series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether such actions or forbearances are unduly prejudicial to such Holders), or
to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 

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

Section 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted. 

  
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 Section 6.10. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

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

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

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

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

(c) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the rights of another Holder or the Trustee. 

Section 6.13. Waiver of Past Defaults. Subject to Section 9.02, the Holders of not less than a majority in principal amount
of the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal of or
interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 

  
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 Section 6.14. Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 25% in principal amount of the outstanding Securities of any Series, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 

ARTICLE 7 
 TRUSTEE 

Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of 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 implied duties,
covenants or obligations shall be deemed to be imposed upon 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 Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this
Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and
Opinions of Counsel to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or facts stated therein). 

(c) The Trustee may not be relieved from liability for its own its own negligent action, its own negligent failure to act or willful
misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph (b) of Section 7.01 herein.


  
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 (ii) The Trustee shall not be liable for any error of judgment made in good faith
by a Responsible Officer. 
 (iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to
be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this
Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives an indemnity satisfactory to it
against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) No provision of this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur liability, financial or
otherwise, in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk is not reasonably
assured to it. 
 (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the same rights, indemnities,
protections and immunities afforded to the Trustee. 
 (i) The Trustee shall have no duty to monitor the performance or compliance of the
Company with its obligations hereunder or any under supplement hereto, nor shall it have any liability in connection with the malfeasance or nonfeasance by the Company. The Trustee shall have no liability in connection with compliance by the Company
with statutory or regulatory requirements related to this Indenture, any supplement or any Securities issued pursuant hereto or thereto. 

Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely on and shall be fully protected in acting or
refraining from acting as a result of its reasonable belief that any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, direction, approval or other paper or document was genuine and had been signed or
presented by the proper person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it sees fit but shall incur
no liability or additional liability by reason of such inquiry or investigation. 

  
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 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on 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, or for the supervision of, any agent
appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers. 
 (e) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the
request, order or direction of any of the Holders of Securities, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction. 
 (g) In no event shall the Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 

(i) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture. 
 Section 7.03. Individual Rights of Trustee. The Trustee,
in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The
Trustee is also subject to Sections 7.10 and 7.11. 
 Section 7.04. Trustee’s Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the Securities and the recitals contained herein and in the Securities shall be taken as statements of the Company and not of the Trustee, and the Trustee has no responsibility for
such recitals. The Trustee shall not be accountable for the Company’s use or application of the proceeds from the Securities or for monies paid over to the Company pursuant to this Indenture, and it shall not be responsible for any statement in
the Securities other than its authentication. 

  
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 Section 7.05. Notice of Defaults. If a Default or Event of Default occurs and is
continuing with respect to the Securities of any Series and if a Responsible Officer of the Trustee has actual knowledge or receives written notice of such event, the Trustee shall mail to each Securityholder of the Securities of that Series, notice
of a Default or Event of Default within 120 days after it occurs or, if later, after a Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, including any additional interest that may become payable pursuant to Section 6.02(b), the Trustee may withhold the notice so long as the Trustee in good faith determines that withholding
the notice is in the interests of Securityholders of that Series. 
 Section 7.06. Reports by Trustee to Holders. Within 60 days
after September 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar, a brief report dated as of such September 15, in accordance with, and to
the extent required under, TIA Section 313. 
 A copy of each report at the time of its mailing to Securityholders of any Series shall be
filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee in writing when Securities of any Series are listed on any stock exchange, and of any delisting thereof. 

Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its
services as shall be agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses, disbursements and advances incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents, counsel and other persons not regularly in its employ. 

The Company shall indemnify, defend and hold harmless each of the Trustee and any predecessor Trustee and its officers, directors, employees,
representatives and agents, from and against and reimburse the Trustee for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes,
actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Trustee directly or
indirectly relating to, or arising from, claims (regardless of whether asserted by the Company, a Holder or any other Person) against the Trustee by reason of its participation in the transactions contemplated hereby, including without limitation
all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs except to the extent caused by the Trustee’s negligence or
willful misconduct. The provisions of this Section 7.07 shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee. The Company shall defend any claim and


  
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the Trustee shall cooperate in the defense. The Trustee may have 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 or delayed. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 

The Company need not reimburse any expense or indemnify against any loss liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through negligence or willful misconduct. 
 To secure the Company’s payment obligations
in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities of that Series. 

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

Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 
 The Trustee may resign with
respect to the Securities of one or more Series by so notifying the Company. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the
Company. The Company may remove the Trustee with respect to Securities of one or more Series if: 
 (a) the Trustee fails to comply with
Section 7.10; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee
under any Bankruptcy Law; 
 (c) a Custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities of the applicable Series may petition, at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee. 

  
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 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.07, and subject to the payment of any and all amounts then
due and owing to the retiring Trustee, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for
which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring trustee with respect to expenses and liabilities incurred by it prior to such replacement. 

Section 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein. 

Section 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b).

 Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding
any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. 

ARTICLE 8 

SATISFACTION AND DISCHARGE; DEFEASANCE 

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

(a) either 
 (i)
all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or 

  
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 (ii) all such Securities not theretofore delivered to the Trustee for
cancellation have become due and payable, or 
 (1) have become due and payable, or 

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

(3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, or 
 (4) are deemed paid and discharged pursuant
to Section 8.03, as applicable; and 
 (5) the Company, in the case of (1), (2) or (3) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 

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

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each meeting the applicable requirements
of Sections 10.04 and 10.05 and each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with and the Trustee receives written demand from the Company to discharge. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07, and,
if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.07, 2.08, 8.01 8.02 and 8.05 shall survive. 

Section 8.02. Application of Trust Funds; Indemnification. (a) Subject to the provisions of Section 8.05, all money
deposited with the Trustee pursuant to Section 8.01, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect
of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company acting as 

  
 35 








 
its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee
or to make mandatory sinking fund payments or analogous payments as contemplated by Sections 8.03 or 8.04. 
 (b) The Company shall pay and
shall indemnify the Trustee and the Agents against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04. or the interest and principal
received in respect of such obligations other than any payable by or on behalf of Holders. 
 (c) The Trustee shall, in accordance with the
terms of this Indenture, deliver or pay to the Company from time to time, upon Company Request and at the expense of the Company any U.S. Government Obligations or Foreign Government Obligations or money held by it pursuant to this Indenture as
provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants, expressed in a written certification thereof and delivered to the Trustee together with such Company Request, are
then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 

Section 8.03. Legal Defeasance of Securities of any Series. Unless this Section 8.03 is otherwise specified, pursuant to
Section 2.02(s), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of such Series on the date the conditions set forth in
subparagraph (d) hereof are satisfied, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the company, shall, at Company Request,
execute proper instruments acknowledging the same), except as to: 
 (a) the rights of Holders of Securities of such Series to receive, from
the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of
principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the
Securities of such Series; 
 (b) the provisions of Sections 2.04 2.07, 2.08, 2.14, 8.02, 8.03 and 8.05; and 

(c) the rights, powers, trust and immunities of the Trustee hereunder; provided that, the following conditions shall have been satisfied: 

(d) the Company shall have deposited or caused to be deposited irrevocably with the Paying Agent as trust funds in trust for the purpose of
making the following 

  
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payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash
in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite
currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on
such Paying Agent), not later than 10 days before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee and the Paying Agent, to pay and discharge each installment of principal (including mandatory sinking fund or analogous payments) of and interest, if any, on all the Securities of such Series on the dates such installments
of interest or principal are due; 
 (e) such deposit will not result in a breach or violation of, or constitute a default under, this
Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
 (f) no Default or Event of
Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit; 
 (g) the Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date
of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not
recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred; 
 (h) the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the company or with the intent of defeating, hindering, delaying or defrauding
any other creditors of the Company; 
 (i) such deposit shall not result in the trust arising from such deposit constituting an investment
company (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and 

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

  
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 Section 8.04. Covenant Defeasance. Unless this Section 8.04 is otherwise
specified pursuant to Section 2.02(s) to be inapplicable to Securities of any Series, on and after the date on which the conditions set forth in subparagraph (a) hereof are satisfied, the Company may omit to comply with any term, provision
or condition set forth under Sections 4.02, 4.03, 4.04, 4.05, 4.06, and 5.01 as well as any additional covenants contained in a supplemental indenture hereto for a particular Series of Securities or a Board Resolution or an Officers’
Certificate delivered pursuant to Section 2.02(s) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default under Section 6.01) and the occurrence of any event described in clause (e) of
Section 6.01 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: 

(a) With reference to this Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in
Section 8.02(c)) with the Paying Agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in
Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a
composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be
imposed on such Paying Agent), not later than 10 days before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written
certification thereof delivered to the Paying Agent, to pay principal and interest, if any, on and any mandatory sinking fund in respect of the Securities of such Series on the dates such installments of interest or principal are due; 

(b) Such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound; 
 (c) No Default or Event of Default with respect to the Securities of
such Series shall have occurred and be continuing on the date of such deposit; 
 (d) the company shall have delivered to the Trustee an
Opinion of Counsel confirming that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 
 (e) the
Company shall have delivered to the Trustee an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 

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

Section 8.05. Repayment to Company. The Paying Agent shall pay to the Company upon request any money held by them for the payment
of principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and all
liability of the Paying Agent with respect to that money shall cease. 
 ARTICLE 9 

AMENDMENTS AND WAIVERS 

Section 9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of
one or more Series without the consent of any Securityholder: 
 (a) to cure any ambiguity, defect or inconsistency; 

(b) to comply with Article 5; 

(c) to provide for uncertificated Securities in addition to or in place of certificated Securities; 

(d) to make any change that does not adversely affect the rights of any Securityholder in any material respect; 

(e) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture;

 (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; 

(g) to comply with requirements of the TIA and any rules promulgated under the TIA; and 

(h) to add to the covenants of the Company for the equal and ratable benefit of the Holders or to surrender any right, power or option
conferred upon the Company. 
 Any amendment or supplement made solely to conform the provisions of this Indenture or the Securities of any
Series to the description thereof contained in the final prospectus relating to such Series will be deemed not to adversely affect the rights of any Holder. 

  
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 Section 9.02. With Consent of Holders. The Company and the Trustee may enter into a
supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all Series affected by such supplemental indenture, taken together as one class (including consents obtained
in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of all Series affected by such waiver by
notice to the Trustee, taken together as one class (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the
Securities with respect to such Series. 
 It shall not be necessary for the consent of the Holders of Securities under this
Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes
effective, the Company shall mail to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver. 
 Section 9.03. Limitations. Without the
consent of each Securityholder affected, an amendment or waiver may not: 
 (a) change the amount of Securities whose Holders must consent
to an amendment, supplement or waiver, except to increase any such amount or to provide that certain provisions of this Indenture cannot be modified, amended or waived without the consent of the Holder of each outstanding Security affected thereby;

 (b) reduce the amount of interest, or change the interest payment time, on any Security; 

(c) waive a redemption payment or alter the redemption provisions (other than any alteration that would not materially adversely affect the
legal rights of any Holder under this Indenture) or the price at which the Company is required to offer to purchase the Securities; 
 (d)
reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; 

(e) reduce the principal amount payable of any Security upon Maturity; 

  
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 (f) waive a Default or Event of Default in the payment of the principal of or interest, if any,
on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such
acceleration); 
 (g) change the place or currency of payment of principal of or interest, if any, on any Security other than that stated in
the Security; 
 (h) impair the right of any Holder to receive payment of principal or, or interest on, the Securities of such Holder on or
after the due dates therefor; 
 (i) impair the right to institute suit for the enforcement of any payment on, or with respect to, any
Security; 
 (j) make any change in Sections 10.15 or 10.16; 

(k) change the ranking of the Securities; or 

(l) make any modification to this Section 9.03 that would adversely affect such Securityholder. 

Section 9.04. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall
be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. 
 Section 9.05. Revocation and Effect
of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. 
 Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (g) of Section 9.03 in that case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 

Section 9.06. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee and the Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company shall issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the changed terms. 

  
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 Section 9.07. Trustee Protected. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Opinion of Counsel or an Officer’s Certificate, or both stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and is a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights, duties or indemnities. 

Section 9.08. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and each such supplemental indenture shall form part of this Indenture for all purposes with respect to the relevant Series; and every Holder of Securities of the relevant Series theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. 
 ARTICLE 10 

MISCELLANEOUS 

Section 10.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. 

Section 10.02. Notices. Any notice or communication by the Company, the Trustee, the Paying Agent or the Registrar to another is
duly given if in writing and delivered in person or mailed by first-class mail: 
 if to the Company: 

Scorpio Bulkers Inc. 
 150 E. 58th Street 
 New York, New York 10022 

Attention: Mr. Hugh Baker 

Tel: 212-542-1603 
 Fax:
212-542-1618 
 if to the Trustee, Registrar or Paying Agent: 

[NAME OF TRUSTEE] 
 [ADDRESS OF
TRUSTEE] 
 [PHONE NUMBER OF TRUSTEE] 

with copy to: 
 [—] 

  
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 The Company, the Trustee and each Agent by notice to each other may designate additional or
different addresses for subsequent notices or communications. 
 Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of
that or any other Series. 
 If a notice or communication is mailed or published in the manner provided above, within the time prescribed,
it is duly given, whether or not the Securityholder receives it. 
 If the company mails a notice or communication to Securityholders, it
will mail a copy to the Trustee and each Agent at the same time. 
 Whenever a notice is required to be given by the Company, such notice
may be given by the Trustee or Registrar on the Company’s behalf (and the Company will make any notice it is required to give to Holders available on its website). 

Section 10.03. Communication by Holders with Other Holders. 

Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other
Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 

Section 10.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’ Certificate stating that, in the
opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel stating that, in the opinion of counsel, all such conditions precedent (including any covenants, compliance with
which constitutes a condition precedent) have been complied with. 
 Section 10.05. Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include: 
 (a) a statement that the person making such certificate or opinion has read such covenant or
condition; 

  
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 (b) a brief statement as to the nature and scope of the examination or investigation upon which
the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such person, he
has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with; 

provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates
of public officials. 
 Section 10.06. Record Date for Vote or Consent of Holders. The Company (or, in the event deposits have
been made pursuant to Section 11.02, the Trustee) may set a record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture, which record
date shall not be more than 90 days prior to the date of the commencement of solicitation of such action. Notwithstanding the provisions of Section 9.05, if a record date is fixed, those persons who were Holders of Securities at the close of
business on 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. 
 Section 10.07. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a
meeting of Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions. 

Section 10.08. Legal Holidays. Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture
for a particular Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. 
 Section 10.09. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 

Section 10.10. 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. The exchange of copies of this Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this Indenture as to parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes. 

  
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 Section 10.11. Governing Laws and Submission to Jurisdiction. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK EXCLUDING ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 

The Company agrees that any legal suit, action or proceeding arising out of or based upon this Indenture may be instituted in any federal or
state court sitting in New York City, and, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of
such court in any suit, action or proceeding. The Company, as long as any Securities remain outstanding or the parties hereto have any obligation under this Indenture, shall have an authorized agent in the United States upon whom process may be
served in any such legal action or proceeding. Service of process upon such agent and written notice of such service mailed or delivered to it shall to the extent permitted by law be deemed in every respect effective service of process upon it in
any such legal action or proceeding and, if it fails to maintain such agent, any such process or summons may be served by mailing a copy thereof by registered mail, or a form of mail substantially equivalent thereto, addressed to it at its address
as provided for notices hereunder. The Company hereby appoints Seward & Kissel LLP, One Battery Park Plaza, New York, NY, 10004, as its agent for such purposes, and covenants and agrees that service of process in any legal action or
proceeding may be made upon it at such office of such agent. 
 Section 10.12. 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. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

Section 10.13. 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 10.14. 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 10.15. Table of Contents, Headings, Etc. The Table of Contents, Cross Reference Table, and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

  
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 Section 10.16. Securities in a Foreign Currency or in ECU. Unless otherwise specified
in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action
may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series
which are denominated in a coin or currency other than Dollars (including ECUs), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars
that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.16, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that
currency as published by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in
the Official Journal of the European Union (such publication or any successor publication, the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, without
liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of exchange
from one or more major banks in The City of New York or in the country of issue of the currency in question or, in the case of ECUs, in Luxembourg or such other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon consultation
with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken
by Holders of Securities pursuant to the terms of this Indenture. 
 All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding
upon the Company and all Holders. 
 Section 10.17. Judgment Currency. The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the
“Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment


  
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is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New
York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 

Section 10.18. Compliance with Applicable Anti-Terrorism and Money Laundering Regulations. In order to comply with the laws,
rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee is required
to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon its request from time to time such
identifying information and documentation as may be available for such party in order to enable the Trustee to comply with the Applicable Law. 

Section 10.19. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
 Section 10.20. Jury
Trial Waiver. EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 ARTICLE 11 

SINKING FUNDS 

Section 11.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement
of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 

  
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 The minimum amount of any sinking fund payment provided for by the terms of the Securities of any
Series is herein referred to as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the
terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by
the terms of the securities of such Series. 
 Section 11.02. Satisfaction of Sinking Fund Payments with Securities. The Company
may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund
payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed
either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to
the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Registrar, together with an Officers’ Certificate with respect thereto, not less than 75 days and not
more than 90 days prior to the date on which the Registrar begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Registrar at the price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.02, the principal amount of Securities of
such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Registrar need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such
cash payment shall be held by the Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash
payment so being held by the Paying Agent upon delivery by the Company to the Registrar of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 

Section 11.03. Redemption of Securities for Sinking Fund. Not less than 45 days and not more than 90 days (unless otherwise
indicated in the Board Resolution, supplemental indenture hereto or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the
Trustee and the Paying Agent an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be


  
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satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.02., and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.03. Such notice having been duly given, the redemption of such Securities
shall occur in the manner specified in Sections 3.04, 3.05 and 3.06. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the
day and year first above written. 
  

			
	SCORPIO BULKERS INC.
		
	By:	 	  

		 	Name:
		 	Its:


 [Signature Page for Base Indenture] 







 
					
	  
	 	,
	as Trustee, Registrar and Paying Agent	 	


  

			
	By:	 	  

		 	Name:
		 	Title:


  

			
	By:	 	  

		 	Name:
		 	Title:


 [Signature Page for Base Indenture]