EX-4.1



 Exhibit 4.1 

 
  
 BRINKER INTERNATIONAL, INC. 
  
 Debt Securities 
  
 Indenture 
 Dated as of April 30, 2013 

 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 
  

 







 CROSS-REFERENCE TABLE 

This Cross-Reference Table is not a part of the Indenture. 

 

			
	 TIA Section
	  	 Indenture Section

	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N.A.
	 (a)(4)
	  	N.A.
	 (b)
	  	7.08; 7.10; 11.02
		
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 (c)
	  	N.A.
		
	 312(a)
	  	2.05
	 (b)
	  	11.03
	 (c)
	  	11.03
		
	 313(a)
	  	7.06
	 (b)(1)
	  	N.A.
	 (b)(2)
	  	7.06
	 (c)
	  	11.02
	 (d)
	  	7.06
		
	 314(a)
	  	4.03; 11.02
	 (b)
	  	N.A.
	 (c)(1)
	  	11.04
	 (c)(2)
	  	11.04
	 (c)(3)
	  	N.A.
	 (d)
	  	N.A.
	 (e)
	  	11.05
		
	 315(a)
	  	7.01(b)
	 (b)
	  	7.05; 11.02









			
	 (c)
	  	7.01(a)
	 (d)
	  	7.01(c)
	 (e)
	  	6.11
		
	 316(a)(last sentence)
	  	11.06
	 (a)(1)(A)
	  	6.05
	 (a)(1)(B)
	  	6.04
	 (a)(2)
	  	N.A.
	 (b)
	  	6.07
		
	 317(a)(1)
	  	6.08
	 (a)(2)
	  	6.09
	 (b)
	  	2.04
		
	 318(a)
	  	11.01

 N.A. means Not Applicable 

 







 INDENTURE, dated as of April 30, 2013, (the “Base Indenture”), is by
and among BRINKER INTERNATIONAL, INC., a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (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
Company’s debt securities issued under this Base Indenture: 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01. Definitions. Unless otherwise defined in any Authorizing Resolution or supplemental indenture in respect of any Series, the following terms have the definitions set out
below: 
 “Affiliate” means, when used with reference to a specified person, any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Person specified. 
 “Agent”
means any Registrar, Paying Agent or co-Registrar or agent for service of notices and demands. 
 “Attributable
Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination, 
 (a) if such Sale and
Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligation,” and 
 (b) in all other instances, the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). 
 “Authorizing Resolution” means a Board Resolution authorizing a Series of Securities. 
 “Bankruptcy Law” means Title 11 of the United States Code, as amended, 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 committee thereof duly authorized to act on
behalf of such board. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification. 
 “Capital Lease Obligation” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without payment of a penalty. 

  
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 “Capital Stock” means, with respect to any Person, any shares or other
equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but
excluding any debt security convertible or exchangeable into such equity interest. 
 “Code” means the Internal
Revenue Code of 1986, as amended. 
 “Company” means the party named as such in this Indenture until a
successor replaces it pursuant to the Indenture and thereafter means the successor. 
 “control” means, when
used with respect to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
 “Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 
 “Debt” means, with
respect to any Person on any date of determination (without duplication): 
 (a) the principal of and premium (if any) in respect
of: 
 (1) debt of such Person for money borrowed, and 
 (2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; 

(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by
such Person; 
 (c) all obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional
sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); 

(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar
credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such
letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

 (e) all obligations of the type referred to in clauses (a) through (d) of other Persons and all dividends of other
Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; and 

  
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 (f) all obligations of the type referred to in clauses (a) through (e) of other
Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such Property or the amount of the obligation so
secured. 
 Notwithstanding the foregoing, in connection with the purchase by the Company or any Subsidiary of any business, the
term “Debt” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after
the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

 The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations
as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligation at such date; provided, however, that in the case of Debt sold at a discount, the amount
of such Debt at any time will be the accreted value thereof at such time. 
 “Default” means any event, act or
condition that is, or after notice or the passage of time or both would be, an Event of Default. 
 “Definitive
Security” means a certificated Security registered in the name of the Securityholder thereof. 

“Depositary” means, with respect to Securities of any Series which the Company shall determine will be issued in whole
or in part as a Global Security, DTC, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, and any other applicable U.S. or foreign statute or regulation, which, in each case, shall be designated by the
Company pursuant to Section 2.01. 
 “Dollars” and “$” mean United States Dollars.

 “DTC” means The Depository Trust Company, New York, New York. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Fair Market Value” means, with respect to any Property, the price that could be negotiated in an arm’s-length free
market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided, 

(a) if such Property has a Fair Market Value equal to or less than $5.0 million, by any Officer of the Company, or 

(b) if such Property has a Fair Market Value in excess of $5.0 million, by a majority of the Board of Directors and evidenced by a Board
Resolution, dated within 30 days of the relevant transaction, delivered to the Trustee. 
 “Foreign Currency”
means any currency, currency unit or composite currency, including, without limitation, the euro, issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such
governments. 

  
 3 








 “GAAP” means United States generally accepted accounting principles as in
effect from time to time, including those set forth: 
 (a) in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, 
 (b) in the statements and pronouncements of the Financial
Accounting Standards Board, 
 (c) in such other statements by such other entity as approved by a significant segment of the
accounting profession, and 
 (d) the rules and regulations of the SEC governing the inclusion of financial statements
(including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the
accounting staff of the SEC. 
 “Global Security” means, with respect to any Series of Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. 

“Government Obligations” means securities which are (i) direct obligations of the United States or the other
government or governments in the confederation which issued the Foreign Currency in which the principal of or any interest on the Security of the applicable Series shall be payable, in each case 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 or such other government or governments, in each case the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States or such other government or governments, which, in either case are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depositary receipt issued by
a bank or trust company as custodian with respect to any such Government Obligations or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depositary 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 depositary receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depositary receipt. 
 “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person: 
 (a) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or

 (b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part); 
 provided, however, that the term “Guarantee”
shall not include: 
 (1) endorsements for collection or deposit in the ordinary course of business, or

 (2) a contractual commitment by one Person to invest in another Person for so long as such Investment is
reasonably expected to constitute an Investment by the Company or a 

  
 4 








 
Subsidiary in any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a
Subsidiary, provided that such Person’s primary business is a Related Business. 
 The term “Guarantee” used as a
verb has a corresponding meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation. 

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the
Registrar’s books. 
 “Incur” means, with respect to any Debt or other obligation of any Person, to
create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation
on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that any Debt or other obligations of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. 
 “Indenture” means this Base Indenture as amended or supplemented from time to time, including pursuant to any Authorizing Resolution or supplemental indenture pertaining to any Series,
and including, for all purposes of this instrument and any such Authorizing Resolution or supplemental indenture, the provisions of the TIA that are deemed to be a part of and govern this Base Indenture and any such Authorizing Resolution or
supplemental indenture, respectively. 
 “Investment” by any Person means any direct or indirect loan (other
than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other
Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities
or evidence of Debt issued by, any other Person. In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment. 

“Issue Date” means, with respect to any Series of Securities, the date on which the Securities of such Series are
originally issued under this Indenture. 
 “Lien” means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic
effect as any of the foregoing or any Sale and Leaseback Transaction). 

  
 5 








 “NYUCC” means the New York Uniform Commercial Code, as in effect from time
to time. 
 “Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief
Operations Officer or any Executive Vice President of the Company, as applicable. 
 “Officers’
Certificate” means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal financial officer of the Company, and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company. 
 “Person” means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock” means any Capital Stock of a Person, however designated, that entitles the holder thereof to a
preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person. 

“principal” of a debt security means the principal of the security plus, when appropriate, the premium, if any, on the
security. 
 “pro forma” means, with respect to any calculation made or required to be made pursuant to the
terms of this Indenture, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Company after consultation with the independent certified public accountants
of the Company, or otherwise a calculation made in good faith by the Company after consultation with the independent certified public accountants of the Company, as the case may be. 

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its Fair Market Value.

 “Related Business” means any business that is related, ancillary or complementary to the businesses of the
Company and the Subsidiaries on the Issue Date. 
 “SEC” means the Securities and Exchange Commission or any
successor agency performing the duties now assigned to it under the TIA. 
 “Securities” means any Securities
that are issued under this Base Indenture. 
 “Securities Act” means the Securities Act of 1933, as amended.

 “Series” means a series of Securities established under this Base Indenture. 

“Significant Subsidiary” means any Subsidiary of the Company which would constitute a “significant subsidiary”
as defined in Rule 1.02 of Regulation S-X under the Securities Act and the Exchange Act. 

  
 6 








 “Stated Maturity” means, with respect to any security, the date specified
in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 
 “Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which
a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by: 
 (a)
such Person, 
 (b) such Person and one or more Subsidiaries of such Person, or 

(c) one or more Subsidiaries of such Person. 
 “TIA” means the Trust Indenture Act of 1939, as in effect from time to time, except as otherwise provided herein. 
 “Trust Officer” means the Chairman of the Board, the President, any Vice President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer this Base
Indenture. 
 “Trustee” means the party named as such in this Base Indenture until a successor replaces it
pursuant to this Base Indenture and thereafter means the successor serving hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any Series
shall mean only the Trustee with respect to Securities of that Series. 
 “United States” means the United
States of America. 
 “Voting Stock” of any Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. 

“Wholly Owned Subsidiary” means, at any time, a Subsidiary all the Voting Stock of which (except directors’
qualifying shares) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries. 
  

	Section 1.02.	Other Definitions.  

  

					
	Term	  	Defined in Section	  	 
			
	 Agent Members
	  	2.15	  	
			
	 Base Indenture
	  	        Preamble	  	
			
	 Business Day
	  	  11.07	  	
			
	 covenant defeasance option
	  	8.01	  	
			
	 Custodian
	  	6.01	  	
			
	 Event of Default
	  	6.01	  	


  
 7 









							
	 legal defeasance option
	  	  8.01	  		  	
				
	 Legal Holiday
	  	11.07	  		  	
				
	 Paying Agent
	  	  2.03	  		  	
				
	 Payment Default
	  	  6.01	  		  	
				
	 Registrar
	  	  2.03	  		  	
				
	 Security Register
	  	  2.03	  		  	
				
	 Surviving Person
	  	  5.01	  		  	

  

	Section 1.03.	Incorporation by Reference of Trust Indenture Act. 

 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings: 
 “Commission” means the SEC. 
 “indenture securities” means the Securities of a particular Series. 

“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 or any other obligor on the Securities of a Series. 
 All other TIA terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings so assigned to them. 
  

	Section 1.04.	Rules of Construction.  

 Unless the context otherwise requires: 
 (1) a term has the meaning
assigned to it herein; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP and all accounting determinations shall be made in accordance with GAAP; 
 (3)
“or” is not exclusive and “including” means “including without limitation”; 
 (4)
words in the singular include the plural, and in the plural include the singular; 

  
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 (5) “herein,” “hereof” and “hereunder,” and
other words of similar import, refer to this Indenture as a whole (including any Authorizing Resolution or supplemental indenture relating to the relevant Series) and not to any particular Article, Section or other subdivision; 

(6) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to the Indenture
unless otherwise indicated; 
 (7) all exhibits are incorporated by reference herein and expressly made a part of
this Indenture; and 
 (8) any transaction or event shall be considered “permitted by” or made “in
accordance with” or “in compliance with” this Indenture or any particular provision thereof if such transaction or event is not expressly prohibited by this Indenture or such provision, as the case may be. 

ARTICLE 2 

THE SECURITIES 
  

	Section 2.01.	Form and Dating.  


The aggregate principal amount of Securities that may be issued under this Base Indenture is unlimited. The Securities shall be issued
from time to time in one or more Series. Each Series shall be created by an Authorizing Resolution or a supplemental indenture that establishes the terms of the Series, which shall include the following: 

(1) the title of the Series; 
 (2) the aggregate principal amount (or any limit on the aggregate principal amount) of the Series; 
 (3) whether Securities of a Series are to be issued at a discount from their face amount, and if so, the method of computing the accretion of such discount; 

(4) the maturity date; 
 (5) the interest rate or method of calculation of the interest rate; 
 (6) the date from which interest will accrue; 
 (7) the record
dates for interest payable on Securities of the Series; 
 (8) the dates when, places where and manner in which
principal and interest are payable; 
 (9) the Registrar and Paying Agent; 

(10) the terms of any mandatory (including any sinking fund requirements) or optional redemption by the Company;

 (11) the terms of any redemption at the option of Holders; 

(12) the permissible denominations in which Securities of such Series are issuable, if different from $2,000 and multiples
of $1,000 in excess thereof; 

  
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 (13) the currency or currencies (including any composite currency) in which
principal or interest or both may be paid if other than Dollars; 
 (14) if payments of principal or interest may
be made in a currency other than that in which Securities of such Series are denominated, the manner for determining such payments, including the time and manner of determining the exchange rate between the currency in which such Securities are
denominated and the currency in which such Securities or any of them may be paid, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or
payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency; 
 (15) whether
and upon what terms Securities of such Series may be defeased or discharged if different from the provisions set forth in this Base Indenture; 
 (16) any Events of Default, covenants and/or defined terms in addition to or in lieu of those set forth in this Base Indenture; 

(17) whether the Securities of the Series shall be issued in whole or in part in the form of a Global Security or
Securities, the terms and conditions, if different from those contained in this Base Indenture, upon which such Global Security or Securities may be exchanged in whole or in part for Definitive Securities; the Depositary for such Global Security or
Securities; the form of any legend or legends, if any, to be borne by any such Global Security or Securities in addition to or in lieu of the legends referred to in Section 2.15; 

(18) the form of the Securities of such Series; 

(19) whether the Securities of the Series will be convertible into or exchangeable for other Securities, common shares or
other securities of any kind of the Company or another obligor, and, if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of
calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at the Company’s option, the conversion or exchange period, and any other provision in
relation thereto; and 
 (20) any other terms in addition to or different from those contained in this Base
Indenture applicable to such Series. 
 All Securities of one Series need not be issued at the same time and, unless otherwise
provided, a Series may be reopened for issuances of additional Securities of such Series pursuant to an Authorizing Resolution, an Officers’ Certificate or in any indenture supplemental hereto. 

 

	Section 2.02.	Execution and Authentication.  

 One Officer 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 Trustee authenticates the Security, the Security shall nevertheless be valid. 

A Security shall not be valid until the Trustee manually signs the certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this Base Indenture. 

  
 10 









 The Trustee shall authenticate Securities for original issue upon receipt of an
Officers’ Certificate of the Company directing it to authenticate. Each Security shall be dated the date of its authentication. 
  

	Section 2.03.	Registrar and Paying Agent.  

 The Company shall maintain an office or agency in the United States of America where Securities may be presented for registration of transfer or where Securities of a Series that are convertible or
exchangeable may be surrendered for conversion or exchange (“Registrar”), an office or agency where Securities may be presented for payment (“Paying Agent”) and an office or agency where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their transfer and exchange (the “Security Register”). The Company may have one or more
co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. 

The Company shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The Company shall promptly notify the Trustee in writing of the name and address of any such Agent and the Trustee shall have the right to inspect the Securities Register at all
reasonable times to obtain copies thereof, and the Trustee shall have the right to rely upon such register as to the names and addresses of the Holders and the principal amounts and certificate numbers thereof. If the Company fails to maintain a
Registrar or Paying Agent or fails to give the foregoing notice, the Trustee shall act as such. 
 The Company initially
appoints the Trustee as Registrar and Paying Agent. 
  

	Section 2.04.	Paying Agent to Hold Money in Trust.  

 Each Paying Agent shall hold in trust for the benefit of Securityholders and the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities, and shall notify
the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon doing so the Paying Agent shall have no further liability for the money. 
  

	Section 2.05.	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. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least five (5) Business Days before each semiannual interest payment date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders. 
  

	Section 2.06.	Transfer and Exchange.  

 Where a Security is presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of Section 8-401(a)
of the NYUCC are met and the other provisions of this Section 2.06 are satisfied. Where Securities are presented to the Registrar or a co-Registrar with a request to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. The Registrar need not transfer or
exchange any Security selected for redemption or repurchase, except the unredeemed or repurchased part thereof if the Security is redeemed or repurchased 

  
 11 









 
in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed or repurchased. Any exchange or transfer shall be without charge, except
that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto except in the case of exchanges pursuant to Sections 2.09, 3.06, or 9.05 not
involving any transfer. 
 Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of
beneficial interests in such Global Security may be effected only through a book entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be
reflected in a book entry. 
 Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security. 

 

	Section 2.07.	Replacement Securities.  

 If the Holder of a Security claims that the Security has been lost, destroyed, mutilated or wrongfully taken, the Company shall issue and execute a replacement security and, upon written request of any
Officer of the Company, the Trustee shall authenticate such replacement Security; provided, in the case of a lost, destroyed or wrongfully taken Security, that the requirements of Section 8-405 of the NYUCC are met. The Trustee shall
have no obligation to determine whether such requirements have been met. If any such lost, destroyed, mutilated or wrongfully taken Security shall have matured or shall be about to mature, the Company may, instead of issuing a substitute Security
therefor, pay such Security without requiring (except in the case of a mutilated Security) the surrender thereof. An indemnity bond from a Holder must be sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee
and any Agent from any loss which any of them may suffer if a Security is replaced, including the acquisition of such Security by a bona fide purchaser. The Company and the Trustee may charge for its expenses in replacing a Security. 

 

	Section 2.08.	Outstanding Securities.  

 Securities outstanding at any time are all Securities authenticated by the Trustee except for those cancelled by it and those described in this Section. A Security does not cease to be outstanding because
the Company or one of its Affiliates holds the Security. 
 If a Security is replaced or paid pursuant to
Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a “protected purchaser” (as such term is defined in the NYUCC). 

If the Paying Agent holds on a redemption date, purchase date or maturity date money sufficient to pay Securities payable on that date,
then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. 
 Subject to the
foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security. 

  
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	Section 2.09.	Temporary Securities.  

 Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate 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, the Company shall prepare and, upon surrender for cancellation of the temporary Security, the Company shall execute and
the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities
authenticated and delivered hereunder. 
  

	Section 2.10.	Cancellation.  


The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer, exchange, redemption, purchase or payment. The Trustee and no one else shall cancel and destroy, or retain in accordance with its standard retention policy, all Securities
surrendered for registration of transfer, exchange, redemption, purchase, payment or cancellation. Unless the Authorizing Resolution or supplemental indenture in respect of any Series so provides, the Company may not issue new Securities to replace
Securities that it has previously paid or delivered to the Trustee for cancellation. 
  

	Section 2.11.	Defaulted Interest.  

 If the Company defaults in a payment of interest on the Securities of any Series, it shall pay the defaulted interest plus any interest payable on the defaulted interest to the persons who are
Securityholders of such Series on a subsequent special record date. The Company shall fix such special record date and a payment date which shall be reasonably satisfactory to the Trustee. At least 15 days before such special record date, the
Company shall mail to each Securityholder of the relevant Series a notice that states the record date, the payment date and the amount of defaulted interest to be paid. On or before the date such notice is mailed, the Company shall deposit with the
Paying Agent money sufficient to pay the amount of defaulted interest to be so paid. The Company may pay defaulted interest in any other lawful manner if, after notice given by the Company to the Trustee of the proposed payment, such manner of
payment shall be deemed practicable by the Trustee. 
  

	Section 2.12.	Treasury Securities.  

 In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver, consent or notice, Securities owned by the Company or any of its
Affiliates shall be considered as though they are not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee actually
knows are so owned shall be so considered. 
  

	Section 2.13.	CUSIP/ISIN Numbers.  

 The Company in issuing the Securities of any Series may use a “CUSIP” and/or “ISIN” or other similar number, and if so, the Trustee shall use the CUSIP and/or ISIN or other similar
number in notices of redemption or exchange as a convenience to Holders of such Securities; provided that no representation is hereby deemed to be made by the Trustee as to the correctness or accuracy of any such CUSIP and/or ISIN or other
similar number printed in the notice or on such Securities, and that reliance may be placed only on the other identification numbers printed on such Securities. The Company shall promptly notify the Trustee of any change in any CUSIP and/or ISIN or
other similar number. 

  
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	Section 2.14.	Deposit of Moneys.  


Prior to 11:00 a.m. New York City time on each interest payment date and maturity date with respect to each Series of Securities, the
Company shall have deposited with the Paying Agent in immediately available funds money in the applicable currency sufficient to make cash payments due on such interest payment date or maturity date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders of such Series on such interest payment date or maturity date, as the case may be. 
  

	Section 2.15.	Book-Entry Provisions for Global Security.  

 (a) Any Global Security of a Series initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such
Depositary and (iii) bear any required legends. 
 Members of, or participants in, the Depositary (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights
of a Holder of any Security. 
 (b) Transfers of any Global Security shall be limited to transfers in whole, but not in part, to
the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Security may be transferred or exchanged for Definitive Securities in accordance with the rules and procedures of the Depositary. In addition,
Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the
Global Security and a successor depository is not appointed by the Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary to issue Definitive
Securities. 
 (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to
beneficial owners pursuant to clause (b), the Registrar shall (if one or more Definitive Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal
to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like Series and amount. 

(d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to clause (b), the Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the
Global Security, an equal aggregate principal amount of Definitive Securities of the same Series in authorized denominations. 

(e) The Holder of any Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such Series. 

  
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 (f) Neither the Trustee nor any Agent shall have any responsibility or liability for any
actions taken or not taken by the Depositary. 
 (g) Unless otherwise provided in the Authorizing Resolution or supplemental
indenture for a particular Series of Securities, each Global Security of such Series shall bear legends in substantially the following forms: 
 “THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS
NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.” 
 “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.” 
 ARTICLE 3 
 REDEMPTION 

 

	Section 3.01.	Notices to Trustee.  

 Securities of a Series that are redeemable prior to maturity shall be redeemable in accordance with their terms and, unless the Authorizing Resolution or supplemental indenture provides otherwise, in
accordance with this Article 3. 
 If the Company wants to redeem Securities pursuant to the terms of such Securities, it
shall notify the Trustee in writing of the redemption date and the principal amount of Securities to be redeemed. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to Holders. Any such cancelled notice
shall be void and of no effect. 

  
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 The Company shall give each notice provided for in this Section 3.01 at least 30
days before the notice of any such redemption is to be mailed to Holders (unless a shorter notice shall be satisfactory to the Trustee). 
  

	Section 3.02.	Selection of Securities to be Redeemed.  

 If fewer than all of the Securities of a Series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method that complies with applicable requirements of the Depositary. The
Trustee shall make the selection from Securities outstanding not previously called for redemption and shall promptly notify the Company of the serial numbers or other identifying attributes of the Securities so selected. The Trustee may select for
redemption portions of the principal of Securities that have denominations larger than the minimum denomination for the Series. Securities and portions of them it selects shall be in amounts equal to a permissible denomination for the Series.
Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. 
 Unless otherwise provided in the Authorizing Resolution or supplemental indenture relating to a Series, if any Security selected for partial redemption is converted into or exchanged for Common Stock or
other securities, cash or other property in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the
portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as outstanding for the purpose of such selection. 

 

	Section 3.03.	Notice of Redemption.  

 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, postage prepaid, to each Holder of Securities to be redeemed.

 The notice shall identify the Securities (including the Series) to be redeemed and shall state: 

(1) the redemption date; 
 (2) the redemption price or the formula pursuant to which such price will be calculated; 
 (3) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security; 
 (4) in the case of Securities of a Series that are convertible or exchangeable into shares of the Company’s common stock or other securities, cash or other property, the conversion or exchange price
or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such Series to be redeemed will commence or terminate and the place or places where such Securities may be surrendered for conversion or
exchange; 
 (5) the name and address of the Paying Agent; 

(6) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;


  
 16 









 (7) The CUSIP number(s) for such Securities; 

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

(9) that the Securities are being redeemed pursuant to the mandatory redemption or the optional redemption provisions, as
applicable. 
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at
its expense; provided, however, that the Company shall deliver to the Trustee at least 15 days prior to the date on which notice of redemption is to be mailed or such shorter period as may be satisfactory to the Trustee, an
Officers’ Certificate requesting that the Trustee give such notice and attaching a form of such notice to be given. 
  

	Section 3.04.	Effect of Notice of Redemption.  

 Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price as set forth in the notice of redemption. Upon surrender to
the Paying Agent, such Securities shall be paid at the redemption price, plus accrued and unpaid interest to the redemption date. 
  

	Section 3.05.	Deposit of Redemption Price.  

 On or before the redemption date, the Company shall deposit with the Paying Agent immediately available funds in the applicable currency sufficient to pay the redemption price of and accrued interest 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 Company shall execute and the Trustee shall authenticate for each Holder a new Security of the same Series equal in principal amount to the
unredeemed portion of the Security surrendered. 
 ARTICLE 4 

COVENANTS 
  

	Section 4.01.	Payment of Securities.  

 The Company shall pay the principal of and interest on a Series of Securities on the dates, in the currency and in the manner provided in the Securities of the Series. An installment of principal or
interest shall be considered paid on the date it is due if the Paying Agent holds on that date money in the applicable currency designated for and sufficient to pay the installment. 

The Company shall pay interest on overdue principal at the rate borne by the Series; it shall pay interest on overdue installments of
interest at the same rate. 
  

	Section 4.02.	Maintenance of Office or Agency.  

 The Company shall maintain the office or agency required under Section 2.03. The Company shall give prior written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee. 

  
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	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 signed by the principal executive officer, the principal financial
officer or the principal accounting officer stating whether or not the signers know of any continuing Default by the Company in performing any of its obligations under this Indenture. If they do know of such a Default, the certificate shall describe
the Default. 
  

	Section 4.04.	Payment of Taxes; Maintenance of Corporate Existence.  

 The Company will: 
 (a) cause to be paid and discharged all lawful taxes,
assessments and governmental charges or levies imposed upon the Company and its Subsidiaries or upon the income or profits of the Company and its Subsidiaries or upon Property or any part thereof belonging to the Company and its Subsidiaries before
the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such Property or any part thereof; provided, however, that the Company shall not be required to
cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company,
materially adversely affect the ability of the Company to pay all obligations under this Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy
or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the
Company to pay all obligations under this Indenture when due; and 
 (b) cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this clause (b) shall prevent a consolidation or merger
of the Company or any Subsidiary not prohibited by the provisions of Article 5, Article 9 or any other provision of this Indenture pertaining to a Series, and the Company may discontinue the corporate existence of any Restricted
Subsidiary, or fail to comply with any such applicable laws, if, in the Company’s judgment, such discontinuance or non-compliance does not materially adversely affect the ability of the Company to pay all obligations under this Indenture when
due. 
  

	Section 4.05.	Waiver of Stay, Extension or 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 or
extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Securities of any Series as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Company expressly waives all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 ARTICLE 5 
 SUCCESSOR CORPORATION 
  

	Section 5.01.	When Company May Merge or Transfer Assets 

 Unless the Authorizing Resolution or supplemental indenture with respect to any Series otherwise provides, the Company shall not merge, consolidate or amalgamate with or into any other Person (other than
a merger of a Wholly Owned Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all the Property of the Company and the Subsidiaries in any one transaction or series of transactions
unless: 
 (1) the Company shall be the surviving Person (the “Surviving Person”) or the
Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of
the United States of America, any State thereof or the District of Columbia; 
 (2) the Surviving Person (if
other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of and interest on, all the
Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by the Company; 

(3) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the
Property of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; 
 (4) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (4), any Debt that becomes, or is
anticipated to become, an obligation of the Surviving Person or any Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Subsidiary at the time of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be continuing; and 
 (5) the Company shall
deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in
respect thereto comply with this Section 5.01 and that all conditions precedent provided for in this Indenture relating to such transaction have been satisfied. 
 The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under the Indenture, but the predecessor company in the case of: 

(a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or
other disposition is of all the assets of the Company and the Subsidiaries as an entirety or virtually as an entirety), or 
 (b) a lease, 
 shall not be released from any obligation to pay the principal of and interest on
the Securities. 

  
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 ARTICLE 6 
 DEFAULTS AND REMEDIES 
  

	Section 6.01.	Events of Default.  


Unless the Authorizing Resolution or supplemental indenture with respect to any Series otherwise provides, an “Event of
Default” on a Series occurs if, voluntarily or involuntarily, whether by operation of law or otherwise, any of the following occurs: 
 (1) the failure by the Company to make the payment of any interest on any Security of such Series when the same becomes due and payable, and such failure continues for a period of 30 days; 

(2) the failure by the Company to make the payment of any principal of any Security of such Series when the same becomes
due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption or otherwise; 
 (3)
the failure by the Company to comply with Section 5.01; 
 (4) the failure by the Company or any
Subsidiary to comply with any of its agreements or covenants in, or provisions of, the Securities of such Series or this Indenture as they relate thereto (other than those referred to in clauses (1), (2) and (3) above)
and such failure continues for the period and after the notice specified below; 
 (5) the Company or any
Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 
 (A) commences a voluntary
case; 
 (B) consents to the entry of an order for relief against it in an involuntary case; 

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

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

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

(A) is for relief against the Company or any Significant Subsidiary as debtor in an involuntary case; 

(B) appoints a Custodian of the Company or any Significant Subsidiary or a Custodian for all or substantially all of the
Property of the Company that is a Significant Subsidiary; or 
 (C) orders the liquidation of the Company or any
Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 days; or 
 (7) any other
Event of Default specified in the Authorizing Resolution or supplemental indenture in respect of such Series. 

  
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 A Default as described in clause (4) above will not be deemed an Event of
Default until the Trustee or the Holders of at least 25 percent in principal amount of the then outstanding Securities of the applicable Series notifies the Company of the Default and the Company does not cure the Default within 30 days after
receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” If such a Default is cured within such time period, it ceases to exist, without any action by the
Trustee or any other Person. 
 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 under clause (5) or (6) and any event which with the giving of notice or the lapse of time or both would become an Event of Default under clause
(4), its status and what action the Company is taking or proposes to take with respect thereto. 
  

	Section 6.02.	Acceleration.  

 If
an Event of Default (other than an Event of Default with respect to the Company resulting from clauses (5) or (6) of Section 6.01 above), shall have occurred and be continuing under the Indenture, the Trustee by
notice to the Company, or the Holders of at least 25 percent in principal amount of the Securities of the applicable Series then outstanding by notice to the Company and the Trustee, may declare all Securities of such Series to be due and payable
immediately. Upon such declaration of acceleration, the amounts due and payable on the Securities of such Series will be due and payable immediately. If an Event of Default with respect to the Company specified in clauses (5) or
(6) of Section 6.01 above occurs, all amounts due and payable on all the Securities of such Series will ipso facto become and be immediately due and payable without any declaration, notice or other act on the part of the
Trustee or any Holder. 
 Holders of a majority in principal amount of the then outstanding Securities of such Series may
rescind an acceleration with respect to such Series and its consequence (except an acceleration due to nonpayment of principal or interest) if the rescission would not conflict with any judgment or decree and if all existing Events of Default (other
than the non-payment of accelerated principal) have been cured or waived. 
 No such rescission shall extend to or shall affect
any subsequent Event of Default, or shall impair any right or power consequent thereon. 
  

	Section 6.03.	Other Remedies.  


If an Event of Default on a Series occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity
to collect the payment of principal of or interest on the Series or to enforce the performance of any provision in the Securities or this Indenture applicable to the Series. 
 The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are
cumulative. 
  

	Section 6.04.	Waiver of Existing Defaults.  

 Subject to Section 9.02, the Holders of a majority in principal amount of the outstanding Securities of a Series on behalf of all the Holders of the Series by notice to the Trustee may waive
an 

  
 21 









 
existing Default on such Series and its consequences. When a Default is waived, it is cured and stops continuing, and any Event of Default arising therefrom shall be deemed to have been cured;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  

	Section 6.05.	Control by Majority.  

 The Holders of a majority in principal amount of the outstanding Securities of a Series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it with respect to such Series. The Trustee, however, may refuse to follow any direction (i) that conflicts with law or this Indenture, (ii) that, subject to Section 7.01, the Trustee
determines is unduly prejudicial to the rights of other Securityholders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such direction is unduly prejudicial to such Securityholders),
(iii) that would involve the Trustee in personal liability, if there shall be reasonable grounds for believing that adequate indemnity against such liability is not reasonably assured to it, or (iv) if the Trustee shall not have been
provided with indemnity satisfactory to it. 
  

	Section 6.06.	Limitation on Suits.  

 A Securityholder of a Series may not pursue any remedy with respect to this Indenture or the Series, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless: 

(1) the Holder gives to the Trustee written notice of a continuing Event of Default on the Series; 

(2) the Holders of at least 25 percent in aggregate principal amount of the outstanding Securities of the Series make a
written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the
request within 60 days after receipt of the request and the offer of indemnity; and 
 (5) no written request
inconsistent with such written request shall have been given to the Trustee pursuant to this Section 6.06 by Holders of a majority in aggregate principal amount of the outstanding Securities of the Series. 

A Securityholder may not use this Indenture to prejudice the rights of another Holder of Securities of the same Series or to obtain a
preference or priority over another Holder of Securities of the same Series. 
  

	Section 6.07.	Rights of Holders to Receive Payment.  

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

  
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	Section 6.08.	Collection Suit by Trustee.  

 If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid. 
  

	Section 6.09.	Trustee May File Proofs of Claim.  

 The Trustee may file such proofs of claim and 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 the Securityholders allowed in any judicial proceedings relative to the Company or its creditors or Property, and unless prohibited by applicable law or regulation,
may vote on behalf of the Holders in any election of a Custodian, and shall be entitled and empowered to collect and receive any moneys or other Property payable or deliverable on any such claims and to distribute the same and any Custodian in any
such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee. Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder or to authorize the Trustee to vote in respect of the claim of any Securityholder except as aforesaid for the
election of the Custodian. 
  

	Section 6.10.	Priorities.  

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

Second:            to Securityholders of the Series for
amounts due and unpaid on the Series for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Series for principal and interest, respectively; and 

Third:                to the
Company as its interest may appear. 
 The Trustee may fix a record date and payment date for any payment to Securityholders
pursuant to this Section 6.10. 
  

	Section 6.11.	Undertaking for Costs.  

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

  
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 ARTICLE 7 
 TRUSTEE 
  

	Section 7.01.	Duties of Trustee.  


(a) If an Event of Default has occurred and is continuing with respect to Securities of any Series, the Trustee shall, prior to the
receipt of directions from the Holders of a majority in principal amount of the Securities of the Series, exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. 
 (b) Except during the continuance of an Event of Default: 

(1) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no
implied covenants or obligations shall be read into this Indenture against the Trustee. 
 (2) In the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. The Trustee, however, shall examine the certificates and opinions which by any provision hereof are specifically required to be furnished to the Trustee to determine whether or not they conform to the requirements of this Indenture but
need not confirm or investigate the accuracy of mathematical calculations or other facts or matters stated therein. 
 (c) The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (1) This clause does not limit the effect of clause (b) of this Section. 
 (2) The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 

(3) The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to Section 6.05 or any other direction of the Holders permitted hereunder. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b),
(c) and (g) of this Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree 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) None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it. 

  
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	Section 7.02.	Rights of Trustee.  


Subject to Section 7.01: 
 (a) The Trustee may rely and shall be protected in acting or refraining from acting on any document, resolution, certificate, instrument, report, or direction believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document, resolution, certificate, instrument, report, or direction. 

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both, which
shall conform to Sections 11.04 and 11.05 hereof and containing such other statements as the Trustee reasonably deems necessary to perform its duties hereunder. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officers’ Certificate, Opinion of Counsel or any other direction of the Company permitted hereunder. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 

(d) The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture. 
 (e) The Trustee may consult with counsel, and
the written advice of such counsel or any Opinion of Counsel as to matters of law shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel. 
 (f) Unless otherwise specifically provided in the Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer of the Company. 
 (g) For all purposes under
this Indenture, the Trustee shall not be deemed to have notice or knowledge of any Event of Default (other than under Section 6.01(1) or 6.01(2)) unless a Trust Officer assigned to and working in the Trustee’s corporate trust
office has actual knowledge thereof or unless written notice of any Event of Default is received by the Trustee at its address specified in Section 11.02 hereof and such notice references the Securities generally, the Company or this
Indenture. 
 (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or
attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (i) 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. 

  
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 (j) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder. 

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

  

	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 its affiliates with the same rights it would have if it were
not Trustee. Any Agent may do the same with like rights. The Trustee, however, must comply with 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, the Securities or of any prospectus used to sell the Securities of any Series; it shall not be accountable for the
Company’s use of the proceeds from the Securities; it shall not be accountable for any money paid to the Company, or upon the Company’s direction, if made under and in accordance with any provision of this Indenture; it shall not be
responsible for the use or application of any money received by any Paying Agent other than the Trustee; and it shall not be responsible for any statement of the Company in this Indenture or in the Securities other than its certificate of
authentication. 
  

	Section 7.05.	Notice of Defaults.  

 If a Default on a Series occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder of the Series notice of the Default (which shall specify any uncured
Default known to it) by the later of (i) 30 days after the Trustee receives actual knowledge of the Default, or (ii) within 90 days after it occurs. Except in the case of a default in payment of principal of or interest on a Series, the
Trustee may withhold the notice if and so long as the board of directors of the Trustee, the executive or any trust committee of such directors and/or responsible officers of the Trustee in good faith determine(s) that withholding the notice is in
the interests of Holders of the Series. 
  

	Section 7.06.	Reports by Trustee to Holders.  

 Within 60 days after each May 15 beginning with May 15, 2014, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA § 313(a) (but
if no event described in TIA § 313(1) through (8) has occurred within the twelve months preceding the reporting date no report in relation thereto need be transmitted). The Trustee also shall comply with TIA § 313(b). The
Trustee shall also transmit by mail all reports if and as required by TIA § 313(c). 
 A copy of each report at the time of
its mailing to Securityholders shall be delivered to the Company and filed by the Trustee with the SEC and each national securities exchange on which the Securities are listed. The Company agrees to notify the Trustee of each national securities
exchange on which the Securities are listed. 

  
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	Section 7.07.	Compensation and Indemnity.  

 The Company shall pay to the Trustee from time to time such compensation as the Company and Trustee have agreed to in writing. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee, its officers, directors, employees and agents and hold it
harmless against any loss, liability or expense incurred or made by or on behalf of it in connection with the administration of this Indenture or the trust hereunder and its duties hereunder including the costs and expenses of defending itself
against or investigating any claim in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the
Trustee through the Trustee’s, or its officers’, directors’ or employees’ negligence or willful misconduct. 

Unless otherwise provided in any supplemental indenture or Authorizing Resolution relating to any Series, to ensure the Company’s
payment obligations in this Section, the Trustee shall have a claim prior to the Securities of all Series on all money or Property held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities.
When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01 or in connection with Article 6 hereof, the expenses (including the reasonable fees and expenses of its counsel)
and the compensation for services in connection therewith are to constitute expenses of administration under any Bankruptcy Law. 
 The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. 

 

	Section 7.08.	Replacement of Trustee.  

 The Trustee may resign with respect to Securities of any or all Series by so notifying the Company. The Holders of a majority in principal amount of the outstanding Securities (or of the relevant Series)
may remove the Trustee by so notifying the removed Trustee in writing and may appoint a successor trustee with the Company’s consent. Such resignation or removal shall not take effect until the appointment by the Securityholders of the relevant
Series or the Company as hereinafter provided of a successor trustee and the acceptance of such appointment by such successor trustee. The Company may remove the Trustee and any Securityholder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee if: 
 (1) the Trustee fails to comply with
Section 7.10 after written request by the Company or any bona fide Securityholder who has been a Securityholder for at least six months; 
 (2) the Trustee is adjudged a bankrupt or an insolvent; 
 (3) a
receiver or other public officer takes charge of the Trustee or its Property; or 
 (4) 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 with respect to the Securities of the relevant Series. If a successor trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or any Holder may petition 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, 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 under this Indenture. A successor trustee shall mail notice of its succession to each Securityholder. 
  

	Section 7.09.	Successor Trustee by Merger, etc.  

 If the Trustee consolidates with, merges with or into or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any
further act shall be the successor trustee. 
  

	Section 7.10.	Eligibility; Disqualification.  

 This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA § 310(b). 
  

	Section 7.11.	Preferential Collection of Claims Against Company.  

 The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein. 
 ARTICLE 8 
 DISCHARGE OF INDENTURE 
  

	Section 8.01.	Discharge; Defeasance upon Deposit of Moneys or Government Obligations.  


(a) This Indenture will be discharged as to the Securities of a Series when (1) either (a) all of the outstanding Securities of
such Series (other than Securities replaced pursuant to Section 2.07) or all outstanding Securities of such Series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust have been delivered to the Trustee for cancellation, or (b) all outstanding Securities of a Series not delivered to the Trustee (i) have become due and payable or (ii) will be come due and
payable at their Stated Maturity within one year; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of funds in the currency in which the Series is denominated sufficient to pay
and discharge the entire indebtedness on the outstanding Securities of such Series not theretofore delivered to the Trustee for cancellation; (2) the Company has paid or caused to be paid all other sums payable under this Indenture by it; and
(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that (i) all conditions precedent relating to the satisfaction and discharge have been complied with, (ii) no Default
with respect to the outstanding Securities of such Series has occurred and is continuing and (iii) such deposit does not result in a breach or violation of, or constitute a Default under, the Indenture or any other agreement or instrument to
which the Company is a party. 
 (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate
(1) all its obligations under the Securities of a Series and this Indenture (“legal defeasance option”) or (2) its obligations under any covenant contained in Article 5 and any other covenant contained in or
referenced in the Authorizing Resolution or supplemental indenture relating to such Series (to the extent such release and discharge shall not be prohibited thereby) (“covenant defeasance option”). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance option. 

  
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 If the Company exercises its legal defeasance option, payment of the Securities of the
applicable Series may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, with respect to the outstanding Securities of the applicable Series, the Company may omit to
comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01(3) or otherwise, but, except as specified above, the remainder
of this Indenture and such Securities shall be unaffected thereby. 
 Upon satisfaction of the conditions set forth herein and
upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
 (c) The Company may exercise its legal defeasance option or its covenant defeasance option only if: 
 (i) the Company irrevocably deposits in trust with the Trustee money or Government Obligations or a combination thereof for the payment of principal of and interest on the Securities of such Series to
Stated Maturity or redemption, as the case may be; 
 (ii) the Company delivers to the Trustee a certificate from
a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of such Series to Stated Maturity or redemption, as the case may be; 

(iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect
thereto; 
 (iv) the deposit does not constitute a default under any other agreement or instrument binding on the
Company; 
 (v) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the Issue Date pertaining to such Series there has been a change in the applicable U.S.
Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders of such Series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of
such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred; 

  
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 (vi) in the case of the covenant defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders of such Series shall not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and shall be subject to U.S.
Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; 
 (vii) the Securityholders of such Series shall have a perfected security interest under applicable law in the cash or Government Obligations deposited pursuant to subclause (i) above;

 (viii) such defeasance shall not cause the Trustee to have a conflicting interest with respect to any
securities of the Company; and 
 (ix) the Company delivers to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities of such Series and this Indenture as contemplated by this Article 8 have been complied with. 

In the event all or any portion of the Securities of a Series are to be redeemed through such irrevocable trust, the
Company must make arrangements satisfactory to the Trustee, at the time of such deposit, for the giving of the notice of such redemption or redemptions by the Trustee in the name and at the expense of the Company. 

 

	Section 8.02.	Survival of Obligations.  

 Notwithstanding Section 8.01, the Company’s obligations in Sections 2.03 through 2.07, 4.01, 7.07, 7.08, 8.04 and 8.05, however, shall
survive until the Securities of an applicable Series are no longer outstanding. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive (as they relate to such Series). 

 

	Section 8.03.	Application of Trust Money.  

 The Trustee shall hold in trust money or Government Obligations deposited with it pursuant to Section 8.01. It shall apply the deposited money and the money from Government Obligations in
accordance with this Indenture to the payment of principal of and interest on the Securities of the defeased Series. 
  

	Section 8.04.	Repayment to the Company.  

 The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that remains unclaimed for two years; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once in a newspaper of general circulation in the City of New York or mail to each such Holder notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such money then remaining will 

  
 30 









 
be repaid to the Company. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as general creditors unless applicable abandoned property law
designates another person and all liability of the Trustee or such Paying Agent with respect to such money shall cease. 
  

	Section 8.05.	Reinstatement.  


If the Trustee is unable to apply any money or Government Obligations in accordance with Section 8.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities relating to the Series
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee is permitted to apply all such money or Government Obligations in accordance with Section 8.01;
provided, however, that (a) if the Company has made any payment of interest on or principal of any Securities of the Series because of the reinstatement of its obligations hereunder, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority,
the Trustee shall return all such money or Government Obligations to the Company promptly after receiving a written request therefor at any time, if such reinstatement of the Company’s obligations has occurred and continues to be in effect.

 ARTICLE 9 
 AMENDMENTS, SUPPLEMENTS AND WAIVERS 
  

	Section 9.01.	Without Consent of Holders.  

 The Company and the Trustee may amend or supplement this Indenture or the Securities of a Series without notice to or consent of any Securityholder of such Series: 

(1) to cure any ambiguity, omission, defect or inconsistency; 
 (2) to comply with Article 5; 
 (3) to provide for uncertificated
Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code; 
 (4) to add Guarantees with respect to the Securities, or
to secure Securities of a Series; 
 (5) to add to the covenants of the Company or Subsidiaries for the benefit of the Holders
of such Series or to surrender any right or power herein conferred upon the Company; 
 (6) to make any change that does not
adversely affect the rights of any Holder of such Series; 
 (7) to comply with any requirement of the SEC in connection with
qualifying this Indenture under the TIA; 
 (8) to provide that specific provisions of this Indenture shall not apply to a
Series not previously issued or to make a change to specific provisions of this Indenture that only applies to any Series not previously issued or to additional Securities of a Series not previously issued; 

  
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 (9) to create additional Series and establish the terms thereof; and 

(10) to conform the text of the Indenture or the Securities of a Series to any provision of the “Description of Notes” or other
comparable section in the applicable prospectus or other offering document relating to such Series. 
 After an amendment under
this Section 9.01 becomes effective, the Company shall mail notice of such amendment to the Securityholders affected thereby. 
  

	Section 9.02.	With Consent of Holders.  

 The Company and the Trustee may amend or supplement this Indenture or the Securities of a Series without notice to any Securityholder of such Series but with the written consent of the Holders of at least
a majority in principal amount of the outstanding Securities of each Series affected by the amendment (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities of such Series). Each such Series
shall vote as a separate class. The Holders of a majority in principal amount of the outstanding Securities of any Series may waive compliance by the Company with any provision of the Securities of such Series or of this Indenture relating to such
Series without notice to any Securityholder (including any waiver granted in connection with a purchase of, or tender offer or exchange offer for, Securities of such Series). Without the consent of each Holder of a Security of a Series affected
thereby, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: 
 (1)
reduce the percentage in principal amount of Securities of the relevant Series whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Security; 
 (3) reduce the principal of or extend the Stated Maturity of any Security; 
 (4)
make any Security payable other than that stated in the Security; 
 (5) impair the right of any Holder of a Security to receive
payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; 

(6) subordinate the Securities of any Series to any other obligation of the Company; 

(7) release any security interest that may have been granted in favor of the Holders of the Securities of a Series other than pursuant to
the terms of such security interest; 
 (8) reduce the premium payable upon the redemption of any Securities of a Series nor
change the time at which any Securities of such Series may be redeemed, as described under Article 3 hereof; or 
 (9)
make any change that adversely affects any right of a Holder to convert or exchange any Security into or for shares of the Company’s common stock or other securities, cash or other property in accordance with the terms of such Security;

 (10) make any change in Sections 6.04, 6.07 or this Section 9.02; or 

  
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 (11) any other term of the Securities of a Series or provision of this Indenture which the
Authorizing Resolution or supplemental indenture relating to such Series so specifies. 
 An amendment of a provision included
solely for the benefit of one or more Series does not affect the interests of Securityholders of any other Series. 
 It shall
not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplement, but it shall be sufficient if such consent approves the substance thereof. 

 

	Section 9.03.	Compliance with Trust Indenture Act.  

 Every amendment to or supplement of this Indenture or any Securities shall comply with the TIA as then in effect. 
  

	Section 9.04.	Revocation and Effect of Consents.  

 A consent to an amendment, supplement or waiver by a Holder shall bind 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. Unless otherwise provided in the consent or the consent solicitation statement or other document describing the terms of the consent, any Holder or subsequent
Holder may revoke the consent as to its Security or portion of a Security. Any revocation of a consent by the Holder of a Security or any such subsequent Holder shall be effective only if the Trustee receives the notice of revocation before the date
on which the Trustee receives an Officers’ Certificate from the Company certifying that the requisite number of consents have been received. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Securities of any Series entitled to consent to any amendment, supplement or waiver, which
record date shall be at least 10 days prior to the first solicitation of such consent. If a record date is fixed, and if Holders otherwise have a right to revoke their consent under the consent or the consent solicitation statement or other document
describing the terms of the consent, then notwithstanding the second to last sentence of the immediately preceding paragraph , those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be
entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. 

An amendment, supplement or waiver with respect to a Series becomes effective upon the (i) receipt by the Company or the Trustee of
the requisite consents, (ii) satisfaction of any conditions to effectiveness as set forth in this Indenture or any indenture supplemental hereto containing such amendment, supplement or waiver and (iii) execution of such amendment,
supplement or waiver (or the related supplemental indenture) by the Company and the Trustee. After an amendment, supplement or waiver with respect to a Series becomes effective, it shall bind every Holder of such Series, unless it makes a change
described in any of clauses (1) through (9) of Section 9.02, in which case, the amendment, supplement or waiver shall bind a Holder of a Security who is affected thereby only if it has consented to such
amendment, supplement or waiver and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security; provided that no such waiver shall impair or affect the right of any
Holder to receive payment of principal of and interest on a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of
such Holder. 

  
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	Section 9.05.	Notation on or Exchange of Securities.  

 If an amendment, supplement or waiver changes the terms of a Security, the Company may require the Holder of the Security to deliver it to the Trustee, at which time the Trustee shall 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 in exchange for the Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. 
  

	Section 9.06.	Trustee to Sign Amendments, etc.  

 Subject to Section 7.02(b), the Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article if the amendment, supplement or waiver does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee shall receive and shall be fully protected in relying
upon, an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that such amendment, supplement or waiver is authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding
upon the Company in accordance with its terms. 
 ARTICLE 10 

SECURITIES IN FOREIGN CURRENCIES 
  

	Section 10.01.	Applicability of Article.  

 Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any Series in which not all of such Securities are denominated in the
same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary pursuant to this Indenture or the Securities of any particular Series, any amount in respect of any Security denominated in a
Foreign Currency shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Securities of such Series (if any)
for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Company may specify in a
written notice to the Trustee. 
 ARTICLE 11 
 MISCELLANEOUS 
  

	Section 11.01.	Trust Indenture Act Controls.  

 If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 

  
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	Section 11.02.	Notices.  

 Any
order, consent, notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first class mail, postage prepaid, addressed as follows: 
 if to the Company: 
 Brinker International, Inc. 

6820 LBJ Freeway 

Dallas, Texas 75240 
 Attention: Chief Financial Officer 
 if to the Trustee: 

Wilmington Trust, National Association 
 1100 North Market Street 
 Wilmington, Delaware 19890 

Attention: Capital Markets and Agency Services 
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 

Any notice or communication mailed to a Securityholder shall be mailed to him by first class mail at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed. 
 Failure
to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not
the addressee receives it except that notice to the Trustee shall only be effective upon receipt thereof by the Trustee. 
 If
the Company mails notice or communications to the Securityholders, it shall mail a copy to the Trustee at the same time. 
  

	Section 11.03.	Communications by Holders with Other Holders.  

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

	Section 11.04.	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: 

(1) an Officers’ Certificate (which shall include the statements set forth in Section 11.05) stating
that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel (which shall include the statements set forth in Section 11.05) stating that, in the
opinion of such counsel, all such conditions precedent and covenants, compliance with which constitutes a condition precedent, if any, provided for in this Indenture relating to the proposed action or inaction, have been complied with and that any
such section does not conflict with the terms of this Indenture. 

  
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	Section 11.05.	Statements Required in Certificate or Opinion.  

 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 

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

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) 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 

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

  

	Section 11.06.	Rules by Trustee and Agents.  

 The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar or Paying Agent may make reasonable rules for its functions. 

 

	Section 11.07.	Legal Holidays.  


A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which banking institutions in New York, New York
are not required to be open. If a payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If this Indenture provides for a time period that
ends or requires performance of any non-payment obligation by a day that is not a Business Day, then such time period shall instead be deemed to end on, and such obligation shall instead be performed by, the next succeeding Business Day. A
“Business Day” is any day other than a Legal Holiday. 
  

	Section 11.08.	Governing Law.  


The laws of the State of New York shall govern this Indenture and the Securities of each Series. 

 

	Section 11.09.	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 11.10.	No Recourse Against Others.  

 No director, officer, employee, incorporator, member or stockholder of the Company, as such, will 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. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.


  
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	Section 11.11.	Successors and Assigns.  

 All covenants and agreements of the Company in this Indenture and the Securities shall bind its successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and
assigns. 
  

	Section 11.12.	Duplicate Originals.  

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

	Section 11.13.	Severability.  

 In
case any one or more of the provisions contained in this Indenture or in the Securities of a Series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of such Securities. 

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

			
	BRINKER INTERNATIONAL, INC.
		
	By:	 	 /s/ Guy J. Constant

	Name:	 	 Guy J. Constant

	Title:	 	 Executive Vice President and Chief Financial Officer


 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 

 

			
	By:	 	 /s/ Michael Oller, Jr.

	Name:	 	 Michael Oller, Jr.

	Title:	 	 Assistant Vice President



  
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