Form of Indenture between Registrant and J.P. Morgan



 EXHIBIT 4.2 
  

  
  
 MATTEL, INC. 
 INDENTURE 
  
  
 Dated as of
[    ] 
  
  
 J.P. MORGAN TRUST COMPANY, N.A. 
 Trustee 
  
  








 TABLE OF CONTENTS 
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  

					
	 SECTION 1.1
	  	Definitions.	  	1
	 SECTION 1.2
	  	Other Definitions.	  	5
	 SECTION 1.3
	  	Incorporation by Reference of Trust Indenture Act.	  	5
	 SECTION 1.4
	  	Rules of Construction.	  	6
	
	ARTICLE II
	
	THE SECURITIES
	 SECTION 2.1
	  	Issuable in Series.	  	6
	 SECTION 2.2
	  	Establishment of Terms of Series of Securities.	  	6
	 SECTION 2.3
	  	Execution and Authentication.	  	8
	 SECTION 2.4
	  	Registrar and Paying Agent.	  	9
	 SECTION 2.5
	  	Paying Agent to Hold Money in Trust.	  	9
	 SECTION 2.6
	  	Securityholder Lists.	  	10
	 SECTION 2.7
	  	Transfer and Exchange.	  	10
	 SECTION 2.8
	  	Mutilated, Destroyed, Lost and Stolen Securities.	  	10
	 SECTION 2.9
	  	Outstanding Securities.	  	11
	 SECTION 2.10
	  	Treasury Securities.	  	11
	 SECTION 2.11
	  	Temporary Securities.	  	11
	 SECTION 2.12
	  	Cancellation.	  	11
	 SECTION 2.13
	  	Defaulted Interest.	  	12
	 SECTION 2.14
	  	Global Securities.	  	12
	 SECTION 2.15
	  	CUSIP Numbers.	  	13
	
	ARTICLE III
	
	REDEMPTION
	 SECTION 3.1
	  	Notice to Trustees.	  	13
	 SECTION 3.2
	  	Selection of Securities to be Redeemed.	  	13
	 SECTION 3.3
	  	Notice of Redemption.	  	13
	 SECTION 3.4
	  	Effect of Notice of Redemption.	  	14
	 SECTION 3.5
	  	Deposit of Redemption Price.	  	14
	 SECTION 3.6
	  	Securities Redeemed in Part.	  	14
	
	ARTICLE IV
	
	COVENANTS
	 SECTION 4.1
	  	Payment of Principal and Interest.	  	14
	 SECTION 4.2
	  	SEC Reports.	  	14
	 SECTION 4.3
	  	Compliance Certificate.	  	15
	 SECTION 4.4
	  	Stay, Extension and Usury Laws.	  	15
	 SECTION 4.5
	  	Corporate Existence.	  	15
	 SECTION 4.6
	  	Taxes.	  	15
	 SECTION 4.7
	  	Limitation on Liens.	  	15
	 SECTION 4.8
	  	Limitation on Sale/Leaseback Transactions.	  	16

  

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	ARTICLE V
	
	SUCCESSORS
	 SECTION 5.1
	  	When Company May Merge, Etc.	  	17
	 SECTION 5.2
	  	Successor Corporation Substituted.	  	17
	
	ARTICLE VI
	
	DEFAULTS AND REMEDIES
	 SECTION 6.1
	  	Events of Default.	  	17
	 SECTION 6.2
	  	Acceleration of Maturity; Rescission and Annulment.	  	18
	 SECTION 6.3
	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	19
	 SECTION 6.4
	  	Trustee May File Proofs of Claim.	  	20
	 SECTION 6.5
	  	Trustee May Enforce Claims Without Possession of Securities.	  	20
	 SECTION 6.6
	  	Application of Money Collected.	  	20
	 SECTION 6.7
	  	Limitation on Suits.	  	21
	 SECTION 6.8
	  	Unconditional Right of Holders to Receive Principal and Interest.	  	21
	 SECTION 6.9
	  	Restoration of Rights and Remedies.	  	21
	 SECTION 6.10
	  	Rights and Remedies Cumulative.	  	21
	 SECTION 6.11
	  	Delay or Omission Not Waiver.	  	21
	 SECTION 6.12
	  	Control by Holders.	  	22
	 SECTION 6.13
	  	Waiver of Past Defaults.	  	22
	 SECTION 6.14
	  	Undertaking for Costs.	  	22
	
	ARTICLE VII
	
	TRUSTEE
	 SECTION 7.1
	  	Duties of Trustee.	  	22
	 SECTION 7.2
	  	Rights of Trustee.	  	23
	 SECTION 7.3
	  	Individual Rights of Trustee.	  	24
	 SECTION 7.4
	  	Trustee’s Disclaimer.	  	24
	 SECTION 7.5
	  	Notice of Defaults.	  	24
	 SECTION 7.6
	  	Reports by Trustee to Holders.	  	24
	 SECTION 7.7
	  	Compensation and Indemnity.	  	24
	 SECTION 7.8
	  	Replacement of Trustee.	  	25
	 SECTION 7.9
	  	Successor Trustee by Merger, etc.	  	26
	 SECTION 7.10
	  	Eligibility; Disqualification.	  	26
	 SECTION 7.11
	  	Preferential Collection of Claims Against Company.	  	26
	
	ARTICLE VIII
	
	SATISFACTION AND DISCHARGE
	 SECTION 8.1
	  	Satisfaction and Discharge of Indenture.	  	26
	 SECTION 8.2
	  	Application of Trust Funds; Indemnification.	  	27
	 SECTION 8.3
	  	Satisfaction, Discharge and Defeasance of Securities of any Series.	  	27
	 SECTION 8.4
	  	Defeasance of Certain Obligations.	  	29
	 SECTION 8.5
	  	Repayment to Company.	  	30
	
	ARTICLE IX
	
	AMENDMENTS AND WAIVERS
	 SECTION 9.1
	  	Without Consent of Holders.	  	30
	 SECTION 9.2
	  	With Consent of Holders.	  	30

  

 ii 









					
	 SECTION 9.3
	  	Limitations.	  	31
	 SECTION 9.4
	  	Compliance with Trust Indenture Act.	  	31
	 SECTION 9.5
	  	Revocation and Effect of Consents.	  	31
	 SECTION 9.6
	  	Notation on or Exchange of Securities.	  	32
	 SECTION 9.7
	  	Trustee Protected.	  	32
	
	ARTICLE X
	
	MISCELLANEOUS
	 SECTION 10.1
	  	Trust Indenture Act Controls.	  	32
	 SECTION 10.2
	  	Notices.	  	32
	 SECTION 10.3
	  	Communication by Holders with Other Holders.	  	33
	 SECTION 10.4
	  	Certificate and Opinion as to Conditions Precedent.	  	33
	 SECTION 10.5
	  	Statements Required in Certificate or Opinion.	  	33
	 SECTION 10.6
	  	Rules by Trustee and Agents.	  	33
	 SECTION 10.7
	  	Legal Holidays.	  	33
	 SECTION 10.8
	  	No Recourse Against Others.	  	33
	 SECTION 10.9
	  	Counterparts.	  	33
	 SECTION 10.10
	  	Governing Laws.	  	34
	 SECTION 10.11
	  	No Adverse Interpretation of Other Agreements.	  	34
	 SECTION 10.12
	  	Successors.	  	34
	 SECTION 10.13
	  	Severability.	  	34
	 SECTION 10.14
	  	Table of Contents, Headings, Etc.	  	34
	 SECTION 10.15
	  	Securities in a Foreign Currency or in ECU.	  	34
	 SECTION 10.16
	  	Judgment Currency.	  	35
	
	ARTICLE XI
	
	SINKING FUNDS
	 SECTION 11.1
	  	Applicability of Article.	  	35
	 SECTION 11.2
	  	Satisfaction of Sinking Fund Payments with Securities.	  	35
	 SECTION 11.3
	  	Redemption of Securities for Sinking Fund.	  	36
	
	ARTICLE XII
	
	SUBORDINATION OF SECURITIES
	 SECTION 12.1
	  	Securities Subordinate to Senior Indebtedness.	  	36
	 SECTION 12.2
	  	Payment Over of Proceeds Upon Dissolution, Etc.	  	36
	 SECTION 12.3
	  	Prior Payment to Senior Indebtedness Upon Acceleration of Securities.	  	37
	 SECTION 12.4
	  	No Payment When Senior Indebtedness in Default.	  	37
	 SECTION 12.5
	  	Payment Permitted in Certain Situations.	  	38
	 SECTION 12.6
	  	Subrogation to Rights of Holders of Senior Indebtedness.	  	38
	 SECTION 12.7
	  	Provisions Solely to Define Relative Rights.	  	39
	 SECTION 12.8
	  	Trustee to Effectuate Subordination.	  	39
	 SECTION 12.9
	  	No Waiver of Subordination Provisions.	  	39
	 SECTION 12.10
	  	Notice to Trustee.	  	40
	 SECTION 12.11
	  	Reliance on Judicial Order or Certificate of Liquidating Agent.	  	40
	 SECTION 12.12
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness.	  	40
	 SECTION 12.13
	  	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.	  	40
	 SECTION 12.14
	  	Article Applicable to Paying Agents.	  	40

  

 iii 








 MATTEL, INC. 
 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, 
 dated as of
February 15, 1996 
  

			
	 (S) 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	Not Applicable
	 (a)(4)
	  	Not Applicable
	 (a)(5)
	  	7.10
	 (b)
	  	7.10
	 (S) 311(a)
	  	7.11
	 (b)
	  	7.11
	 (c)
	  	Not Applicable
	 (S) 312(a)
	  	2.6
	 (b)
	  	10.3
	 (c)
	  	10.3
	 (S) 313(a)
	  	7.6
	 (b)(1)
	  	7.6
	 (b)(2)
	  	7.6
	 (c)(1)
	  	7.6
	 (d)
	  	7.6
	 (S) 314(a)
	  	4.2, 10.5
	 (b)
	  	Not Applicable
	 (c)(1)
	  	10.4
	 (c)(2)
	  	10.4
	 (c)(3)
	  	Not Applicable
	 (d)
	  	Not Applicable
	 (e)
	  	10.5
	 (f)
	  	Not Applicable
	 (S) 315(a)
	  	7.1
	 (b)
	  	7.5
	 (c)
	  	7.1
	 (d)
	  	7.1
	 (e)
	  	6.14
	 (S) 316(a)
	  	2.10
	 (a)(1)(A)
	  	6.2
		  	6.12
	 (a)(1)(B)
	  	13
	 (b)
	  	8
	 (S) 317(a)(1)
	  	6.3
	 (a)(2)
	  	6.4
	 (b)
	  	2.5
	 (S) 318(a)
	  	10.1

  

 iv 








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

 Indenture dated as of
                                 between Mattel, Inc., a Delaware corporation
(“Company”), and J.P. Morgan Trust Company, National Association, a national banking association (“Trustee”). 
 Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture. 
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.1 Definitions. 
 “Affiliate” of
any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, “control” (including, with
correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise. 
 “Agent”
means any Registrar, Paying Agent or Service Agent. 
 “Authorized Newspaper” means a newspaper in an official language of the
country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee
to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. 
 “Bearer” means anyone in possession from time to time of a Bearer Security. 
 “Bearer Security” means any Security that does not provide for the identification of the Holder thereof. 
 “Board of Directors” means the Board of Directors of the Company or any duly authorized committee thereof. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the
Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 
 “Capitalized Lease” means any lease of property where the obligations of the lessee thereunder are required to be classified and accounted for as a capitalized lease on a balance sheet of such lessee under
generally accepted accounting principles. 
 “Company” means the party named as such above until a successor replaces it and
thereafter means the successor. 
 “Company Order” means a written order signed in the name of the Company by two Officers, one of
whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 
 “Company
Request” means a written request signed in the name of the Company by its Chairman of the Board, a President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee. 







 “Consolidated Net Tangible Assets” means the total amount of assets of the Company and its
Subsidiaries on a consolidated basis (less applicable depreciation, amortization and other valuation reserves), except to the extent resulting from write-ups occurring after January 1, 1988 of capital assets (excluding in any case write-ups in
connection with accounting for acquisitions in conformity with generally accepted accounting principles), after deducting therefrom (i) all current liabilities of the Company and its Subsidiaries, (ii) all investments in unconsolidated
Subsidiaries of the Company and in persons which are not Subsidiaries of the Company (except, in each case, investments in marketable securities) and (iii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense
and other intangible items, all as set forth on the most recently available consolidated balance sheet of the Company and its Subsidiaries, prepared in conformity with generally accepted accounting principles. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered. 
 “Current Assets” means any asset of the Company or any of its Subsidiaries that would be classified as a current
asset on an audited consolidated balance sheet of the Company prepared, in accordance with generally accepted accounting principles, on the date any Lien (as hereinafter defined) on such asset is incurred. 
 “Default” means any event which is, or after notice or passage of time would be, an Event of Default. 
 “Depository” means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, “Depository” as used with
respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 
 “Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. 
 “Dollars” means the currency of the United States of America. 
 “ECU” means the European Currency Unit as determined by the Commission of the European Union. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Foreign Currency” means any currency
issued by a government other than the government of the United States of America. 
 “Foreign Government Securities” means with
respect to Securities of any Series that are denominated in a Foreign Currency, noncallable (i) direct obligations of the government that issued such Foreign Currency for the payment of which obligations 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 such government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government.

 “Global Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established
pursuant to Section 2.1 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or nominee. 
 “Holder” or “Securityholder” means a person in whose name a Security is registered or the holder of a Bearer Security. 
 “Indebtedness” means, with respect to any person, and without duplication: 
 (a) any liability of such person (A) for borrowed money, or (B) for any letter of credit for the account of such person
supporting obligations of such person or other persons, or (C) evidenced by a bond, note, 

  

 2 








 
debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of
any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (D) for the payment of money relating to a Capitalized Lease; 
 (b) any liability of others described in the preceding clause (a) that the person has guaranteed or that is otherwise its legal
liability; and 
 (c) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of
the types referred to in clauses (a) and (b) above. 
 “Indenture” means this Indenture as amended from time to time and
shall include the form and terms of particular Series of Securities established or contemplated hereunder. 
 “Lien” means any
lien, security interest, charge, mortgage, pledge or other encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest). 
 “Maturity” when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security
or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
 “Officer” means the Chairman of the Board, any President, any Vice- President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company. 
 “Officers’ Certificate” means a certificate signed by two Officers, one of whom must be
the Company’s principal executive officer, principal financial officer or principal accounting officer. 
 “Opinion of
Counsel” means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 
 “Ordinary Course Lien” means 
 (a) Liens of taxes, assessments or governmental
charges or levies on the property of the Company or any of its Subsidiaries if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which
adequate reserves in accordance with generally accepted accounting principles shall have been set aside on the books of the Company; 
 (b) Liens imposed by law, such as carriers’, warehousemen’s, landlords’, materialmen’s and mechanics’ liens and other similar liens, arising in the ordinary course of business which secure obligations not more than
60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on the books of the Company; 
 (c) Liens (other than any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended) arising out of pledges or
deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; 
 (d) Liens incurred or deposits made to secure the performance of tenders, bids, surety bonds or performance and return-of-money bonds
incurred in the ordinary course of business; 
 (e) utility easements, building restrictions and such other encumbrances or
charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the
Company or any of its Subsidiaries, as the case may be; 
  

 3 








 (f) Liens relating to a judgment or other court-ordered award or settlement as to which
the Company has not exhausted its appellate rights. 
 (g) Leases or subleases granted to or by the Company or any Subsidiary
not pursuant to a Sale/Leaseback Transaction undertaken in the ordinary course of the business of the Company or any such Subsidiary and not for the purpose of providing a lien, security interest, charge, mortgage, pledge or other such encumbrance
to secure another obligation. 
 “person” means any individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “principal” of a
Security means the principal of the Security plus, when appropriate, the premium, if any, on the Security. 
 “Responsible Officer”
when used with respect to the Trustee, means the president, any vice-president, the treasurer, the secretary, any trust officer, any second or assistant vice-president or any officer or assistant officer of the Trustee other than those specifically
above mentioned customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a
particular subject. 
 “Sale/Leaseback Transaction” means any arrangement with any person (other than the Company or any of its
Subsidiaries) providing for the leasing by the Company or any of its Subsidiaries of any property which has been or is to be sold or transferred by the Company or such Subsidiary to such person or to any person (other than the Company or any of its
Subsidiaries) to which funds have been or are to be advanced by such person on the security of the leased property. 
 “SEC” means
the Securities and Exchange Commission. 
 “Securities” means the debentures, notes or other debt instruments of the Company of any
Series authenticated and delivered under this Indenture. 
 “Senior Debt” means all indebtedness and obligations (other than the
Securities) of, or guaranteed or assumed by, the Company that are for borrowed money or are evidenced by bonds, debentures, notes or other similar instruments, whether outstanding on the date of this Indenture or thereafter created, incurred,
assumed or guaranteed, and all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations, unless in any such case the instrument by which such indebtedness or obligations are created, incurred, assumed or
guaranteed by the Company, or are evidenced, provides that they are subordinate, or are not superior, in right of payment to the Securities. 
 “Series” or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 
 “Significant Subsidiary” means (i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof, or (ii) any group of direct or indirect Subsidiaries of the Company that,
taken together as a group, would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof,

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

 4 








 “Subsidiary” of any specified person means (i) a corporation a majority of whose capital
stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such person or by such person and a subsidiary or subsidiaries of such person or by a subsidiary or subsidiaries of such
person or (ii) any other person (other than a corporation) in which such person or such person and a subsidiary or subsidiaries of such person or a subsidiary or subsidiaries of such person directly or indirectly, at the date of determination
thereof has at least majority ownership interest. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code (S)(S) 77aaa-77bbbb)
as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act
as so amended. 
 “Trustee” means the person named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then a Trustee hereunder, and if at any time there is more than one such
person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series. 
 “U.S. Government Obligations” means securities which are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America which are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt. 
 SECTION
1.2 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Bankruptcy Law”
	  	6.1
	 “Custodian”
	  	6.1
	 “Event of Default”
	  	6.1
	 “Journal”
	  	10.15
	 “Judgment Currency”
	  	10.16
	 “Legal Holiday”
	  	10.7
	 “mandatory sinking fund payment”
	  	11.1
	 “Market Exchange Rate”
	  	10.15
	 “New York Banking Day”
	  	10.16
	 “optional sinking fund payment”
	  	11.1
	 “Paying Agent”
	  	2.4
	 “Registrar”
	  	2.4
	 “Required Currency”
	  	10.16
	 “Service Agent”
	  	2.4

 SECTION 1.3 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. 
  

 5 








 “indenture securities” means the Securities. 
 “indenture security holder” means a Securityholder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or “institutional trustee” means the Trustee. 
 “obligor” on the indenture securities means the Company and any successor obligor upon the Securities. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and
not otherwise defined herein are used herein as so defined. 
 SECTION 1.4 Rules of Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) an accounting term not otherwise defined has
the meaning assigned to it in accordance with generally accepted accounting principles; 
 (c) references to “generally
accepted accounting principles” shall mean generally accepted accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied; 
 (d) “or” is not exclusive; 
 (e) words in the singular include the plural, and in the plural include the singular; and 
 (f) provisions apply to successive events and transactions. 
 ARTICLE II 
 THE SECURITIES 
 SECTION 2.1 Issuable in Series.

 The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be identical except as may be provided in a Board Resolution and/or an Officers’ Certificate detailing the adoption of the terms thereof pursuant to the Board Resolution or a
supplemental indenture hereto. In the case of Securities of a Series to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from
which interest should accrue) are to be determined. Securities may differ between Series, in respect of any matters; provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 
 SECTION 2.2 Establishment of Terms of Series of Securities. 
 At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsections 2.2.1 and 2.2.2 and either as to such Securities within the Series or as to the Series
generally in the case of Subsections 2.2.3 through 2.2.22) by either a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate pursuant to authority granted under a Board Resolution: 
 2.2.1 the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);

  

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 2.2.2 any limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8 or
2.11); 
 2.2.3 the date or dates on which the principal of the Securities of the Series is payable; 
 2.2.4 the rate or rates and, if applicable, the method used to determine the rate including, but not limited to, any commodity, commodity
index, stock exchange index or financial index, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest shall accrue, the dates on which such interest shall be payable and the record date for the
interest payable on any interest payment date; 
 2.2.5 the place or places where the principal of and interest on the
Securities of the Series shall be payable, or the method of such payment, if by wire transfer, mail or other means; 
 2.2.6
the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 
 2.2.7 the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation; 
 2.2.8 if other than denominations of $1,000 and any integral multiple thereof, the denominations in which
the Securities of the Series shall be issuable; 
 2.2.9 if other than the principal amount thereof, the portion of the
principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 
 2.2.10 the currency of denomination of the Securities of the Series, which may be Dollars, any Foreign Currency or composite currency,
including, but not limited to, the ECU, and if such currency of denomination is a composite currency other than the ECU, the agency or organization, if any, responsible for overseeing such composite currency; 
 2.2.11 the designation of the currency or currencies in which payment of the principal of and interest on the Securities of the Series
will be made, and the designation, if any, of the currency or currencies in which payment of the principal of or interest on the Securities of the Series, at the election of a Holder thereof, may also be payable; 
 2.2.12 if the payments of principal of or interest on the Securities of the Series are to be made in a Foreign Currency other than the
currency in which such Securities are denominated, the manner in which the exchange rate with respect to such payments shall be determined; 
 2.2.13 if the amount of payments of principal of or interest on the Securities of the Series may be determined with reference to an index based on a currency or currencies other than that in which the Securities are
denominated or designated to be payable or determined by reference to a commodity, commodity index, stock exchange index or financial index, the manner in which such amounts shall be determined; 
 2.2.14 provisions, if any, granting special rights to the Holders of Securities of the Series upon the occurrence of such events as may be
specified and, subject to the last sentence of this Section 2.2, the provisions relating to the subordination of the Securities of the Series to other obligations of the Company; 
 2.2.15 any provision for the conversion or exchange of Securities of the Series, either at the option of the Holder thereof or the
Company, into or for another security or securities of the Company, the security or securities into or for which, the period or periods within which, the price or prices, including any 

  

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adjustments thereto, at which and the other terms and conditions upon which any Securities of the Series shall be converted or exchanged, in whole or in
part, pursuant to such obligation; 
 2.2.16 if the Securities of such Series are to be issued upon the exercise of warrants,
the time, manner and place for such Securities to be authenticated and delivered; 
 2.2.17 the provisions, if any, relating
to any security provided for the Securities of the Series; 
 2.2.18 any addition to or change in the Events of Default which
applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2; 
 2.2.19 any addition to or change in the covenants set forth in Article IV which applies to Securities of the Series; 
 2.2.20 any other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 9.1); 
 2.2.21 the forms of the Securities of the Series in bearer or fully registered
form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); and 
 2.2.22 any
depositories, interest rate calculation agents, exchange rate agents or other agents with respect to Securities of such Series if other than those appointed herein. 
 All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution or
Officers’ Certificate referred to above or as set forth in a supplemental indenture hereto, and, unless otherwise provided, the authorized principal amount of any Series may be increased to provide for issuances of additional Securities of such
Series. The Securities shall be subordinated in right of payment to Senior Debt as provided in Article XII. 
 SECTION 2.3 Execution and Authentication.

 One Officer shall sign the Securities for the Company by manual or facsimile signature. The Company’s seal, which may be in
facsimile form, shall be reproduced on the Securities. 
 If an Officer whose signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security shall nevertheless be valid. 
 A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution or Officers’ Certificate detailing the adoption of terms
pursuant to the Board Resolution, upon receipt by the Trustee of a Company Order. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by Board Resolution or supplemental indenture hereto. 

The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution or Officers’ Certificate or supplemental indenture hereto delivered pursuant to Section 2.2, except as provided in Section 2.8. 
 Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution or Officers’ Certificate detailing the adoption of terms pursuant to the Board Resolution or a supplemental indenture hereto establishing the form of the Securities 

  

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of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an
Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. 
 The
Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by
its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities.

 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate. 
 SECTION 2.4 Registrar and Paying Agent. 
 The Company shall maintain, with respect to each Series of Notes, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be
presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice
to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall
fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands. 
 The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes
any additional paying agent; and the term “Service Agent” includes any additional service agent. 
 The Company hereby appoints the
Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 
 SECTION 2.5 Paying Agent to Hold Money in Trust. 
 The
Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Security holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the
payment of principal or interest on the Series of Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the
money. If the Company 

  

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or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all
money held by it as Paying Agent. 
 SECTION 2.6 Securityholder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply
with TIA (S) 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of
such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. 
 SECTION 2.7 Transfer and
Exchange. 
 Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Securities of the same Series and date of maturity of other denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but
the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to
Section 2.11 or 9.6). 
 Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business
on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called
for redemption in part. 
 SECTION 2.8 Mutilated, Destroyed, Lost and Stolen Securities. 
 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefore a
new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 If there
shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for
delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this Section, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the 

  

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destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that Series duly issued hereunder. 
 The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION 2.9 Outstanding Securities. 
 The Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not
outstanding. 
 If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the Company, a Subsidiary
or an Affiliate of any thereof) holds on the Maturity date of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue. 
 A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. 
 In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination
upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 
 SECTION 2.10 Treasury Securities. 
 In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver or consent,
Securities of a Series owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of a Series
that the Trustee knows are so owned shall be so disregarded. 
 SECTION 2.11 Temporary Securities. 
 Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order.
Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon
request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.

 SECTION 2.12 Cancellation. 
 The
Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall
cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such cancelled Securities (subject to the record retention 

  

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requirement of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 
 SECTION 2.13 Defaulted Interest.

 If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent
permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least 30 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.

 SECTION 2.14 Global Securities. 
 2.14.1 Terms of Securities. A supplemental indenture to the Indenture or a Board Resolution (and, to the extent not set forth in the Board Resolution, an Officers’ Certificate detailing the adoption of
terms pursuant to the Board Resolution) shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depository for such Global Security or Securities. 
 2.14.2 Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for securities registered in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository
notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an event shall have
happened and be continuing which is or after notice or lapse of time or both, would be, an Event of Default with respect to the Securities represented by such Global Security. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 
 Except as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect
to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor
Depository. 
 2.14.3 Legend. Any Global Security issued hereunder shall bear a legend in substantially the following
form: 
 “This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of the Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the
Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such a successor Depository.” 
 2.14.4 Acts of Holders. The Depository, as a Holder,
may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 
  

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 2.14.5 Payments. Notwithstanding the other provisions of this Indenture, unless
otherwise specified as contemplated by Section 2.2, payment of the principal of and interest on any Global Security shall be made to the person specified therein. 
 2.14.6 Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any Agent
shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes
of obtaining any consents, declarations or directions required to be given by the Holders pursuant to this Indenture. 
 SECTION 2.15 CUSIP Numbers.

 The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
 ARTICLE III 
 REDEMPTION

 SECTION 3.1 Notice to Trustees. 
 The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof before maturity at such time and on such
terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities,
it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 60 days before the redemption date (or such shorter notice as may be acceptable to the
Trustee). 
 SECTION 3.2 Selection of Securities to be Redeemed. 
 Unless otherwise indicated for a particular Series by Board Resolution or by a supplemental indenture hereto (or to the extent not set forth in such Board Resolution or supplemental indenture, in an Officers’
Certificate so indicating pursuant to the Board Resolution), if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and
appropriate. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations
larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.8, the
minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption.

 SECTION 3.3 Notice of Redemption. 
 Unless otherwise indicated for a particular Series by Board Resolution or by a supplemental indenture hereto, at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class
mail to each Holder whose Securities are to be redeemed and if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper. 
  

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 The notice shall identify the Securities of the Series to be redeemed and shall state: 
 (a) the redemption date; 
 (b) the redemption price; 
 (c) the name and address of the Paying Agent; 
 (d) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

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

 (f) any other information as may be required by the terms of the particular Series or the Securities of a Series being
redeemed. 
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.

 SECTION 3.4 Effect of Notice of Redemption. 
 Once notice of redemption is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date. 
 SECTION 3.5 Deposit of Redemption Price. 
 On or before the redemption date, the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. 
 SECTION 3.6 Securities Redeemed in
Part. 
 Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same
Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. 
 ARTICLE IV 

COVENANTS 
 SECTION 4.1 Payment of Principal and
Interest. 
 The Company covenants and agrees for the benefit of each Series of Securities that it will duly and punctually pay the
principal of and interest on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 
 SECTION 4.2 SEC Reports.

 The Company shall deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act. The Company also shall comply with the other provisions of TIA (S) 314(a). 
  

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 SECTION 4.3 Compliance Certificate. 
 The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to
each such Officer signing such certificate, that to the best of his knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may have knowledge). 
 The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon becoming aware of (i) any Default, Event
of Default or default in the performance of any covenant, agreement or condition contained in this Indenture or (ii) any event of default referred to in Section 6.1(e), an Officers’ Certificate specifying such Default, Event of
Default or default. 
 SECTION 4.4 Stay, Extension and Usury Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 

SECTION 4.5 Corporate Existence. 
 Subject to
Article V, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each Significant Subsidiary in accordance with the
respective organizational documents of each Significant Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Significant Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders. 
 SECTION 4.6 Taxes. 
 The Company shall, and shall cause each of its Significant Subsidiaries to, pay prior to delinquency all
taxes, assessments and governmental levies, except as contested in good faith and by appropriate proceedings. 
 SECTION 4.7 Limitation on Liens.

 The Company shall not and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume or otherwise cause or
suffer to exist, except in favor of the Company, any Lien of or upon any of the properties or assets, real, personal or mixed (including stock and other securities of its Subsidiaries), of the Company or any of its Subsidiaries whether owned at the
date of this Indenture or thereafter acquired, or of or upon any income or profits therefrom, except for: 
 (a) Liens
existing on the date hereof or arising under this Indenture; 
 (b) any extension, renewal, or replacement (or successive
extensions, renewals or replacements) of any Lien existing on the date hereof, if limited to the same property subject to, and securing not more than the amount secured by, the Lien extended, renewed or replaced; 
  

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 (c) Liens on Current Assets (or on any promissory note received in satisfaction of any
accounts receivable of the Company or any of its Subsidiaries which, immediately prior to such satisfaction, was subject to such a Lien) securing Indebtedness incurred to finance working capital requirements, provided, however, that
the Indebtedness secured by such Lien does not mature later than 36 months from the date incurred; 
 (d) any Ordinary Course
Lien arising, and only so long as continuing, in the ordinary course of the business of the Company or any of its Subsidiaries; 
 (e) Liens upon any property hereafter acquired (including by reason of a merger or consolidation of another entity into the Company or a Subsidiary) existing thereon at the time of acquisition, provided that such Liens (A) are
not incurred in connection with, or in contemplation of, the acquisition of the property acquired, except as permitted under subsection (f) of this Section 4.7, and (B) do not extend to or cover any property or assets of the Company
or any Subsidiary other than the property so acquired; 
 (f) purchase money Liens upon or in any real or personal property
(including fixtures and other equipment) acquired or held by the Company or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of
financing or refinancing the acquisition or improvement of or construction costs related to such property, provided that no such Lien shall extend to or cover any property or assets of the Company or any Subsidiary other than the property
being acquired or improved; 
 (g) any interest or title of a lessor in the property subject to any Capitalized Lease or
Sale/Leaseback Transaction that is permitted under Section 4.8; or 
 (h) other Liens securing Indebtedness in an
aggregate principal amount which, together with the aggregate outstanding principal amount of all other Indebtedness of the Company and its Subsidiaries secured by Liens permitted under the terms of this subsection (h), and the aggregate amount
(before deducting expenses) of Sale/Leaseback Transactions which would otherwise be permitted under the provisions of Section 4.8(a), does not at the time such Liens are incurred exceed 10% of the Company’s Consolidated Net Tangible Assets
as shown on the most recent audited consolidated balance sheet of the Company and its Subsidiaries. 
 SECTION 4.8 Limitation on Sale/Leaseback
Transactions. 
 The Company shall not and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any
Sale/Leaseback Transaction unless either: 
 (a) the Company or such Subsidiary would be permitted, pursuant to the terms of
Section 4.7(h), to incur Indebtedness in an aggregate principal amount equal to or exceeding the aggregate amount (before deducting expenses) of the Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback
Transaction; or 
 (b) the Company or such Subsidiary within 90 days of the effectiveness of such Sale/Leaseback Transaction
applies or unconditionally agrees to apply to the retirement of Indebtedness an amount equal to the greater of (A) the net proceeds of the Sale/Leaseback Transaction or (B) the fair value, in the opinion of the Board of Directors of the
Company, of the subject property of the Sale/Leaseback Transaction at the time of such transaction (in either case adjusted to reflect the remaining term of the lease subject to such Sale/Leaseback Transaction). 
  

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 ARTICLE V 
 SUCCESSORS 
 SECTION 5.1 When Company May Merge, Etc. 
 The Company shall not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets to, any
person unless: 
 (a) the Company is the surviving person or the person formed by or surviving any such consolidation or
merger (if other than the Company), or to which such sale, lease, conveyance or other disposition shall have been made, is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia;

 (b) the corporation formed by or surviving any such consolidation or merger (if other than the Company), or to which such
sale, lease, conveyance or other disposition shall have been made, assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture; and 
 (c) immediately after the transaction no Default or Event of Default exists. 
 The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. 
 SECTION 5.2 Successor
Corporation Substituted. 
 Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the
predecessor Company in the case of a sale, lease, conveyance or other disposition shall not be released from the obligation to pay the principal of and interest on the Securities. 
 ARTICLE VI 
 DEFAULTS AND REMEDIES 
 SECTION 6.1 Events of Default. 
 “Event of
Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, except the events set forth in clause (e) below, which shall not apply for the benefit of Securities of a Series as to
which, pursuant to Section 2.2.18 or Section 2.2.20 in the establishing Board Resolution and Officers’ Certificate or supplemental indenture hereto, it is provided that such Series shall not have the benefit of said Event of Default
(whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article XII or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body): 
 (a) default in the payment of any interest on
any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days; or 
 (b) default in the payment of the principal of any Security of that Series at its Maturity; or 
 (c) default in the
deposit of any sinking fund payment, when and as due by the terms of a Security of that Series; or 
  

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 (d) default in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of Series of Securities
other than that Series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (e) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company (including a default with respect to Securities of any Series other than that Series) or any Subsidiary (or the payment of which is guaranteed by the Company or a Subsidiary), whether such
Indebtedness or guarantee now exists or shall be created hereafter, if (a) either (i) such default results from the failure to pay any such Indebtedness at its stated final maturity or (ii) relates to an obligation other than the
obligation to pay such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (b) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity or the maturity of which has been so accelerated, aggregates $25,000,000 or more at any one time outstanding; or

 (f) the Company or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences a voluntary case, 
 (ii) consents to the entry of an order for relief against it in an involuntary case, 
 (iii)
consents to the appointment of a Custodian of it or for all or substantially all of its property, 
 (iv) makes a general
assignment for the benefit of its creditors, or 
 (v) generally is unable to pay its debts as the same become due; or

 (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case, 
 (ii) appoints a Custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of its property, or

 (iii) orders the liquidation of the Company or any of its Significant Subsidiaries, and the order or decree remains
unstayed and in effect for 60 days. 
 The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for
the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
 (h) any other Event of Default provided with respect to Securities of that Series. 
 SECTION 6.2 Acceleration of
Maturity; Rescission and Annulment. 
 If an Event of Default with respect to Securities of any Series at the time outstanding occurs and
is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities,
such portion of the principal amount as may be specified in the terms of such Securities) of all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) 

  

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shall become immediately due and payable. If an Event of Default specified in Section 6.1(f) or (g) shall occur, the principal amount (or specified
amount) of all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if: 
 (a) the Company has paid or deposited with the Trustee a sum sufficient to pay

 (i) all overdue interest on all Securities of that Series, 
 (ii) the principal of any Securities of that Series which have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefore in such Securities, 
 (iii) to the extent that payment of such interest is
lawful, interest upon any overdue principal and overdue interest at the rate or rates prescribed therefore in such Securities, and 
 (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (b) all Events of Default with respect to Securities of that Series, other than the non-payment of the principal of Securities of that
Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. 
 No
such rescission shall affect any subsequent Default or impair any right consequent thereon. 
 SECTION 6.3 Collection of Indebtedness and Suits for
Enforcement by Trustee. 
 The Company covenants that if: 
 (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 60 days, or 
 (b) default is made in the payment of principal of any Security at the Maturity thereof, or

 (c) default is made in the deposit of any sinking fund payment when and as due by the terms of a Security, the Company
will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal or any overdue interest, at the rate or rates prescribed therefore in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If the Company fails
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such
Securities, wherever situated. 
 If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  

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 SECTION 6.4 Trustee May File Proofs of Claim. 
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise, 
 (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in
respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 
 (b) to collect and receive any
moneys or other property payable or deliverable on any such claims and to distribute the same, 
 and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 SECTION 6.5 Trustee May Enforce Claims Without Possession of Securities. 
 All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
 SECTION 6.6 Application of Money Collected. 
 Subject to Article XII, any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
 First: To the payment of
all amounts due the Trustee under Section 7.7; and 
 Second: To the payment of the amounts then due and unpaid for
principal of and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal
and interest, respectively; and 
 Third: To the Company. 
  

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 SECTION 6.7 Limitation on Suits. 
 No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless 
 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that Series; 
 (b) the Holders of not less than 25% in principal amount of the outstanding
Securities of that Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request; 
 (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and 
 (e) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series; 
 it being understood
and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to
seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 
 SECTION 6.8 Unconditional Right of Holders to Receive Principal and Interest. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Security on the
Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder. 
 SECTION 6.9 Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 SECTION 6.10 Rights and Remedies
Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities
in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
 SECTION 6.11 Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such 

  

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Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 SECTION 6.12 Control by Holders.

 The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 
 (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 
 (c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee
in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 
 SECTION 6.13 Waiver of Past Defaults. 
 The Holders of not less than a majority in principal amount of the outstanding
Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default (1) in the payment of the principal of or interest on
any Security of such Series or (2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon. 
 SECTION 6.14 Undertaking for Costs. 
 All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not
apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or
to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on or after the
redemption date). 
 ARTICLE VII 
 TRUSTEE 
 SECTION 7.1 Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
  

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 (b) Except during the continuance of an Event of Default: 
 (i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 
 (ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of
Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this
Indenture. 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to
act or its own willful misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph (b) of this
Section. 
 (ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless
it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (iii) The Trustee shall not be liable with
respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this
Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. 

(h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care
as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee. 
 SECTION 7.2 Rights of Trustee. 

(a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. 
  

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 (d) The Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers. 
 (e) The Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction. 
 SECTION 7.3 Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights. However, the Trustee is subject to Sections 7.10 and 7.11. 
 SECTION 7.4 Trustee’s Disclaimer.

 The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for
the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 
 SECTION 7.5 Notice of Defaults. 
 If a Default or Event of Default occurs and is continuing with respect to the Securities of
any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper,
notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment on any
Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of
that Series. 
 SECTION 7.6 Reports by Trustee to Holders. 
 Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the Security Register, and, if any Bearer Securities are outstanding,
publish in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA (S) 313. 
 A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly
notify the Trustee when Securities of any Series are listed on any stock exchange. 
 SECTION 7.7 Compensation and Indemnity. 
 The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the
Trustee’s agents and counsel. 
 The Company shall indemnify the Trustee (including the cost of defending itself) against any loss,
liability or expense incurred by it except as set forth in the next paragraph in the performance of its duties under this 

  

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Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 
 The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through negligence or bad faith. 
 To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities of that Series. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration
under any Bankruptcy Law. 
 SECTION 7.8 Replacement of Trustee. 
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 
 The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company. The Holders of a majority in principal amount of
the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if: 
 (a) the Trustee fails to comply with Section 7.10; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 
 (c) a Custodian or public officer takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the Trustee with respect to the Securities of any one or more Series fails to comply with Section 7.10, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to
the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee 

  

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shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for
which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series and if any Bearer Securities are outstanding, publish such notice on one occasion in an
Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring trustee with respect to expenses and
liabilities incurred by it prior to such replacement. 
 SECTION 7.9 Successor Trustee by Merger, etc. 
 If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor Trustee. 
 SECTION 7.10 Eligibility; Disqualification. 
 This Indenture shall always have a Trustee who satisfies the requirements of TIA (S) 310(a)(1), (2) and (5). The Trustee shall always have a
combined capital and surplus of at least $10,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA (S) 310(b). 
 SECTION 7.11 Preferential Collection of Claims Against Company. 
 The Trustee is subject to TIA
(S) 311(a), excluding any creditor relationship listed in TIA (S) 311(b). A Trustee who has resigned or been removed shall be subject to TIA (S) 311(a) to the extent indicated. 
 ARTICLE VIII 
 SATISFACTION AND DISCHARGE 
 SECTION 8.1 Satisfaction and Discharge of Indenture. 
 This Indenture shall upon Company Order cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (a) either 
 (i) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have
been replaced or paid) have been delivered to the Trustee for cancellation; or 
 (ii) all such Securities not theretofore
delivered to the Trustee for cancellation 
 (1) have become due and payable, or 
 (2) will become due and payable at their Stated Maturity within one year, or 
 (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, or 
 (4) are deemed paid and discharged pursuant to
Section 8.3, as applicable; 
 and the Company, in the case of (1), (2) or (3) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust in an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date
of such deposit (in the case of Securities which become due and payable) or to the Stated Maturity or redemption date, as the case may be; 
  

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 (b) the Company has paid or caused to be paid all other sums payable hereunder by the
Company; and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section or
if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.3, the obligations of the Trustee under Section 8.2 and Section 8.5 shall survive. 
 SECTION 8.2 Application of Trust Funds; Indemnification. 
 (a) Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Securities deposited with the
Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Securities deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the persons
entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Sections 8.3 or 8.4. 
 (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations or Foreign Government Securities deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders. 
 (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign
Government Securities or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are
then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such Obligations or Foreign Government Securities or money were deposited or received. 
 This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Securities held under this Indenture.

 SECTION 8.3 Satisfaction, Discharge and Defeasance of Securities of any Series. 
 Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.20, to be inapplicable to Securities of any Series, the Company shall be
deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any such Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it
relates to such outstanding Securities of any such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to: 
 (a) the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof,
(i) payment of the principal of and each installment of principal of or interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any
mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series; 
 (b) the Company’s obligations with respect to such Securities of such Series under Sections 2.4, 2.7 and 2.8; and 
  

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 (c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of
the Trustee under Section 8.2 and the duty of the Trustee to authenticate Securities of such Series issued on registration of transfer or exchange; 
 provided that, the following conditions shall have been satisfied: 
 (d) the Company shall
have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such
Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case
of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in
accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal, (including mandatory sinking fund or analogous payments) of and
any interest on all the Securities of such Series on the dates such installments of interest or principal are due; 
 (e) such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
 (f) such provision would not cause any outstanding Securities of such Series then listed on the New York Stock Exchange or other
securities exchange to be delisted as a result thereof; 
 (g) no Default or Event of Default with respect to the Securities
of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; 
 (h) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders
of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposits, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; 
 (i) the Company
shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of the Company; 
 (j) the Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and 
 (k) the Company shall have delivered to the Trustee an Opinion of Counsel substantially to the effect that (x) the trust funds
deposited pursuant to this Section will not be subject to any rights of holders of Senior Debt, including those arising under Article XII, and (y) after the 90th day following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, except that if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company,
no opinion is given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the possession of the trustee with whom such funds were deposited prior to such court ruling to the extent not
paid to Holders of such Securities, such trustee would hold, for the benefit of such Holders, a valid and 

  

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perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise, (B) such Holders would be entitled to receive adequate
protection of their interests in such trust funds if such trust funds were used and (C) no property, rights in property or other interests granted to such trustee for the Trustee or such Holders in exchange for or with respect to any such funds
would be subject to any prior rights of holders of Senior Debt, including those arising under Article XII. 
 SECTION 8.4 Defeasance of Certain
Obligations. 
 Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of
any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the provisions of Article XII shall cease to be effective and the Company may omit to comply with any term, provision or condition set
forth under Sections 4.2 (except as to corporate existence), 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of
any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: 
 (a) With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in
Section 8.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash
in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite
currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such Series on the dates such
installments of interest or principal are due; 
 (b) Such deposit will not result in a breach or violation of, or constitute
a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
 (c) No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; 
 (d) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of such Series will
not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred; 
 (e) the Company shall have delivered to the Trustee an Officers’ Certificate
stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company; 
 (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with; and 
 (g) the Company shall have delivered to the Trustee an Opinion of Counsel substantially to the effect that (x) the trust funds
deposited pursuant to this Section will not be subject to any rights of holders of Senior Debt, including those arising under Article XII, and (y) after the 90th day following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or 

  

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similar laws affecting creditors’ rights generally, except that if a court were to rule under any such law in any case or proceeding that the trust
funds remained property of the Company, no opinion is given as to the effect of such laws on the trust funds except the following: (A) assuming such trust funds remained in the possession of the trustee with whom such funds were deposited prior
to such court ruling to the extent not paid to Holders of such Securities, such trustee would hold, for the benefit of such Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise,
(B) such Holders would be entitled to receive adequate protection of their interests in such trust funds if such trust funds were used and (C) no property, rights in property or other interests granted to such trustee for the Trustee or
such Holders in exchange for or with respect to any such funds would be subject to any prior rights of holders of Senior Debt, including those arising under Article XII. 
 SECTION 8.5 Repayment to Company. 
 The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned
property law designates another person. 
 ARTICLE IX 
 AMENDMENTS AND WAIVERS 
 SECTION 9.1 Without Consent of Holders. 
 The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder:

 (a) to cure any ambiguity, defect or inconsistency; 
 (b) to comply with Article V; 
 (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that such amendment or supplement does not adversely affect the rights of any Securityholders;

 (d) to make any change that does not adversely affect the rights of any Securityholder; 
 (e) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this
Indenture; 
 (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to
the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or 
 (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. 

SECTION 9.2 With Consent of Holders. 
 The Company
and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in
Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such waiver by notice to the Trustee may waive compliance by the Company with any provision of this Indenture or the
Securities with respect to such Series. 
  

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 It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to
approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall
mail to the Holders of Securities affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by
the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 
 This Indenture may not be amended at any time to alter the subordination, as provided herein, of any of the Securities then deemed outstanding pursuant
to Section 2.9 without the written consent of each holder of Senior Debt then outstanding that would be adversely affected thereby. 
 SECTION 9.3
Limitations. 
 Without the consent of each Securityholder affected, an amendment or waiver may not: 
 (a) change the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 
 (b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security; 
 (c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the
payment of any sinking fund or analogous obligation; 
 (d) waive a Default or Event of Default in the payment of the
principal of or interest on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of such Series and a waiver of the
payment default that resulted from such acceleration); 
 (e) make the Security payable in currency other than that stated in
the Security; 
 (f) make any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16; or 
 (g) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any
Securities. 
 SECTION 9.4 Compliance with Trust Indenture Act. 
 Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. 
 SECTION 9.5 Revocation and Effect of Consents. 
 Until
an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective. 
 Any amendment or waiver once effective shall bind every Securityholder of each Series affected
by such amendment or waiver unless it is of the type described in any of clauses (a) through (g) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 
  

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 SECTION 9.6 Notation on or Exchange of Securities. 
 The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange
for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 
 SECTION 9.7 Trustee Protected. 
 In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights.

 ARTICLE X 
 MISCELLANEOUS 
 SECTION 10.1 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by
the TIA, such required or deemed provision shall control. 
 SECTION 10.2 Notices. 
 Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class mail:

 if to the Company: 
 Mattel, Inc. 
 333 Continental Boulevard 
 El Segundo, California 90245-5012 
 Attention: 
 if to the Trustee: 
 J.P. Morgan Trust Company, N.A. 
 600 Travis Street, Suite 1150 
 Houston, Texas 77002 
 Attention: 
 The Company or
the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
 Any notice or
communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar and, if any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or
communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series. 
 If a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it. 
 If the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. 
  

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 SECTION 10.3 Communication by Holders with Other Holders. 
 Securityholders of any Series may communicate pursuant to TIA (S) 312(b) with other Securityholders of that Series or any other Series with respect
to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA (S) 312(c). 
 SECTION 10.4 Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with. 
 SECTION 10.5 Statements Required in Certificate or Opinion.

 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a
certificate provided pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S) 314(e) and shall include: 
 (a) a statement that the person making such certificate or opinion has read such covenant or condition; 
 (b) a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has been complied with. 
 SECTION 10.6 Rules by Trustee and Agents.

 The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make
reasonable rules and set reasonable requirements for its functions. 
 SECTION 10.7 Legal Holidays. 
 Unless otherwise provided by Board Resolution or supplemental indenture hereto for a particular Series, a “Legal Holiday” is a Saturday, a
Sunday, or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. 
 SECTION 10.8 No Recourse Against Others. 
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration
for the issue of the Securities. 
 SECTION 10.9 Counterparts. 
 This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. 
  

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 SECTION 10.10 Governing Laws. 
 THE INTERNAL LAWS OF THE STATE OF CALIFORNIA SHALL GOVERN HIS INDENTURE AND THE SECURITIES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISION THEREOF. 
 SECTION 10.11 No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 10.12 Successors. 
 All agreements of the
Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. 
 SECTION 10.13 Severability. 
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION
10.14 Table of Contents, Headings, Etc. 
 The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
 SECTION 10.15 Securities in a Foreign Currency or in ECU. 
 Unless otherwise specified in an
Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than
Dollars (including ECUs), then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York;
provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Union (or any successor thereto) as published in the Official Journal of the European Union (such
publication or any successor publication, the “Journal”). If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of exchange from one or more major banks
in The City of New York or in the country of issue of the currency in question or, in the case of ECUs, in Luxemburg or such other quotations or, in the case of ECUs, rates of exchange as the Trustee, upon consultation with the Company, shall deem
appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities
pursuant to the terms of this Indenture. 
 All decisions and determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and
all Holders. 
  

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 SECTION 10.16 Judgment Currency. 
 The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of
the principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to take payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt,
by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close.

 ARTICLE XI 
 SINKING
FUNDS 
 SECTION 11.1 Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant
to this Indenture. 
 The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein
referred to as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities
of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the
Securities of such Series. 
 SECTION 11.2 Satisfaction of Sinking Fund Payments with Securities. 
 The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit
Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or
through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the
Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee
at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash 

  

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payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment
shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or
such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 
 SECTION 11.3 Redemption of Securities for Sinking Fund. 
 Not less than 60 days (unless otherwise indicated in the Board Resolution or Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 45 days (unless otherwise indicated in the Board Resolution or Officers’ Certificate or supplemental
indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.4, 3.5 and 3.6. 
 ARTICLE XII 
 SUBORDINATION OF SECURITIES 
 SECTION 12.1 Securities Subordinate to Senior Indebtedness.

 The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all Senior Debt. 
 SECTION 12.2 Payment Over of Proceeds Upon Dissolution,
Etc. 
 In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or
other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company, then and in any such event the holders of Senior Debt shall be entitled to
receive payment in full of all amounts due or to become due on or in respect of all Senior Debt (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities, and to that
end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution which may
be payable or deliverable by reason of the payment of any other indebtedness of the Company being 

  

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subordinated to the payment of the Securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution,
liquidation or other winding up event. 
 In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the
Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by
reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, before all Senior Debt is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving
effect to any concurrent payment or distribution to or for the holders of Senior Debt. Any taxes that have been withheld or deducted from any payment or distribution in respect of the Securities, or any taxes that ought to have been withheld or
deducted from any such payment or distribution that have been remitted to the relevant taxing authority, shall not be considered to be an amount that the Trustee or the Holder of any Security receives for purposes of this Section. 
 For purposes of this Article only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation or other entity, provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Debt which may at the time be
outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or
lease by the Company of its properties and assets substantially as an entirety, to another Person upon the terms and conditions set forth in Article V, or the liquidation or dissolution of the Company following any such conveyance or transfer, shall
not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease,
comply with the conditions set forth in Article V. 
 SECTION 12.3 Prior Payment to Senior Indebtedness Upon Acceleration of Securities. 

In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Debt shall be
entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) by the Company on account of the principal of (or premium, if any) or interest on the Securities or
on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XI by delivering and crediting pursuant to
Section 11.2 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. 
 In the
event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have
been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
 SECTION 12.4 No Payment When Senior Indebtedness in Default. 
 Subject to the last paragraph of this Section,
(a) (i) in the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Debt beyond any applicable grace 

  

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period with respect thereto, or (ii) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, whether or not such Senior Debt has
been so accelerated (provided that, in the case of Clause (i) or Clause (ii), if such default in payment or event of default shall have been cured or waived or shall have ceased to exist and any such declaration of acceleration shall have been
rescinded or annulled, then such default in payment or event of default, as the case may be, shall be deemed not to have occurred for the purposes of this Section), or (b) in the event that any judicial proceeding shall be pending with respect
to any such default in payment or event of default that shall be deemed to have occurred for the purpose of this Section, then no payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities) shall be made by the Company on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that
nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article XI by delivering and crediting pursuant to Section 11.2 Securities which have been acquired (upon redemption or otherwise) prior to
such default in payment. 
 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder
of any Security prohibited by the provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company. 
 No default in payment or event of default with respect to any Senior Debt shall be deemed to
be a default in payment or event of default of the kind specified in Clause (a)(i) or (a)(ii) of this Section, and no judicial proceeding with respect to any such default in payment or event of default shall be deemed to be a judicial proceeding of
the kind specified in Clause (b) of this Section, if (x) the Company shall be disputing the occurrence or continuation of such default in payment or event of default, or any obligation purportedly giving rise to such default in payment or
event of default, and (y) no final judgment holding that such default in payment or event of default has occurred and is continuing shall have been issued. For this purpose, a “final judgment” means a judgment that is issued by a
court having jurisdiction over the Company or its property, is binding on the Company or its property, is in full force and effect and is not subject to judicial appeal or review (including because the time within which a party may seek appeal or
review has expired), provided that, if any such judgment has been issued but is subject to judicial appeal or review, it shall nevertheless be deemed to be a final judgment unless the Company shall in good faith be prosecuting such appeal or a
proceeding for such review and shall have obtained a stay of execution pending such appeal or review. Notwithstanding the foregoing, this paragraph shall not apply to any default in payment or event of default with respect to any Senior Debt as to
which the Company has waived the application of this paragraph in the instrument evidencing such Senior Debt or by which such Senior Debt is created, incurred, assumed or guaranteed by the Company. 
 SECTION 12.5 Payment Permitted in Certain Situations. 
 Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 or under the conditions described in Section 12.3 or 12.4, from making payments at any time of or on account
of the principal of (and premium, if any) or interest on the Securities, or on account of the purchase or other acquisition of Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on
account of the principal of (and premium, if any) or interest on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article. 
 SECTION 12.6 Subrogation to Rights of Holders of Senior Indebtedness. 
 Subject to the payment in full of all Senior Debt or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to
the holders of Senior Debt, the Holders of the Securities shall 

  

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be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article (equally and
ratably with the holders of indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights
of subrogation) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of (and premium, if any) and interest on the Securities shall
be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions
of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Debt and the Holders
of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt. 
 SECTION 12.7 Provisions Solely to
Define Relative Rights. 
 The provisions of this Article are and are intended solely for the purpose of defining the relative rights of
the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt, is intended to rank
equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder. 
 SECTION 12.8 Trustee to Effectuate Subordination. 
 Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes. 
 SECTION 12.9 No Waiver of Subordination Provisions. 
 No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the
Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. 
 Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt
do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the
collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 
  

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 SECTION 12.10 Notice to Trustee. 
 The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities,
unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of
Section 7.1, shall be entitled in all respects to assume that no such facts exist. 
 Subject to the provisions of Section 7.1, the
Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee
therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the
Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

 SECTION 12.11 Reliance on Judicial Order or Certificate of Liquidating Agent. 
 Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 7.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. 
 SECTION 12.12 Trustee Not Fiduciary for Holders
of Senior Indebtedness. 
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt by virtue of this
Indenture and shall not be liable to any such holders or creditors if it shall in good faith pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt
shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee. 
 Notwithstanding anything in this Indenture to the contrary, the Company and the Trustee acknowledge that J.P. Morgan Trust Company, National Association, is acting as trustee both under this Indenture and under an indenture relating to
Senior Debt and upon a default or an Event of Default under either or both indentures, a conflict of interest may arise which would require the Trustee to resign as Trustee from either or both indentures. 
 SECTION 12.13 Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. 
 The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time
be held by it, to the same extent as any other holder of Senior Debt and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.7. 
  

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 SECTION 12.14 Article Applicable to Paying Agents. 
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and their
respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
		 	 MATTEL, INC.

		
	(SEAL)	 	By:
		 	 Name:

	 Attest:
	 	 Title:

		
		 	 J.P. MORGAN TRUST COMPANY, N.A.

		
		 	By:
		 	 Name:

		 	 Title:


  

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