Exhibit 4.1



 Exhibit 4.1 

 
  

 
 INDENTURE 

among 

AMERICAN AXLE & MANUFACTURING, INC., 
 as Issuer 
 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,

 as Guarantor 
 Certain Subsidiary Guarantors 
 and 

U. S. Bank National Association, 
 as Trustee 
  

 
 Dated as
of November 3, 2011 
  
  

Providing for the Issuance of Debt Securities in Series 

 
  

 







 AMERICAN AXLE & MANUFACTURING, INC. 

Reconciliation and tie between Trust Indenture Act 
 of 1939 and Indenture, dated as of November 3, 2011 
  

					
	 Trust Indenture
 Act Section
	 	  	  	 Indenture Section

	 Sec.     310(a)(1)
	 		  	607
	     (a)(2)
	 		  	607
	     (b)
	 		  	608
	 Sec.     312(c)
	 		  	701
	 Sec.     314(a)
	 		  	703
	     (a)(4)
	 		  	1004
	     (c)(1)
	 		  	102
	     (c)(2)
	 		  	102
	     (e)
	 		  	102
	 Sec.     315(b)
	 		  	601
	 Sec.     316(a)(last sentence)
	 		  	101 (“Outstanding”)
	     (a)(1)(A)
	 		  	502, 512
	     (a)(1)(B)
	 		  	513
	     (b)
	 		  	508
	     (c)
	 		  	104(c)
	 Sec.     317(a)(1)
	 		  	503
	     (a)(2)
	 		  	504
	     (b)
	 		  	1003
	 Sec.     318(a)
	 		  	111

  

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








 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	 PARTIES
	  	 	8	  
	 RECITALS OF THE COMPANY
	  	 	8	  
	
	ARTICLE ONE	  
	
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  
			
	SECTION 101.	 	 Definitions
	  	 	9	  
	SECTION 102.	 	 Compliance Certificates and Opinions
	  	 	20	  
	SECTION 103.	 	 Form of Documents Delivered to Trustee
	  	 	21	  
	SECTION 104.	 	 Acts of Holders
	  	 	21	  
	SECTION 105.	 	 Notices, etc. to Trustee, Company, the Guarantor or Subsidiary Guarantors
	  	 	23	  
	SECTION 106.	 	 Notice to Holders; Waiver
	  	 	23	  
	SECTION 107.	 	 Effect of Headings and Table of Contents
	  	 	24	  
	SECTION 108.	 	 Successors and Assigns
	  	 	24	  
	SECTION 109.	 	 Separability Clause
	  	 	25	  
	SECTION 110.	 	 Benefits of Indenture
	  	 	25	  
	SECTION 111.	 	 Governing Law
	  	 	25	  
	SECTION 112.	 	 Legal Holidays
	  	 	25	  
	SECTION 113.	 	 No Recourse
	  	 	25	  
	SECTION 114.	 	 Incorporation by Reference of Trust Indenture Act
	  	 	25	  
	SECTION 115.	 	 Rules of Construction
	  	 	26	  
	SECTION 116.	 	 USA Patriot Act
	  	 	26	  
	
	ARTICLE TWO	  
	
	SECURITY FORMS	  
			
	SECTION 201.	 	 Forms Generally
	  	 	26	  
	SECTION 202.	 	 Form of Trustee’s Certificate of Authentication
	  	 	27	  
	SECTION 203.	 	 Securities Issuable in Global Form
	  	 	27	  
	
	ARTICLE THREE	  
	
	THE SECURITIES	  
			
	SECTION 301.	 	 Amount Unlimited; Issuable in Series
	  	 	28	  
	SECTION 302.	 	 Denominations
	  	 	33	  
	SECTION 303.	 	 Execution, Authentication, Delivery and Dating
	  	 	33	  
	SECTION 304.	 	 Temporary Securities
	  	 	35	  

  

			
	 Note:
	  	This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


  
 iii










							
	 SECTION 305.
	 	 Registration, Registration of Transfer and Exchange
	  	 	38	  
	 SECTION 306.
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	42	  
	 SECTION 307.
	 	 Payment of Interest; Interest Rights Preserved; Optional Interest Reset
	  	 	43	  
	 SECTION 308.
	 	 Optional Extension of Maturity
	  	 	45	  
	 SECTION 309.
	 	 Persons Deemed Owners
	  	 	46	  
	 SECTION 310.
	 	 Cancellation
	  	 	47	  
	 SECTION 311.
	 	 Computation of Interest
	  	 	47	  
	 SECTION 312.
	 	 Currency and Manner of Payments in Respect of Securities
	  	 	48	  
	 SECTION 313.
	 	 Appointment and Resignation of Successor Exchange Rate Agent
	  	 	51	  
	
	ARTICLE FOUR	  
	
	SATISFACTION AND DISCHARGE	  
			
	 SECTION 401.
	 	 Satisfaction and Discharge of Indenture
	  	 	51	  
	 SECTION 402.
	 	 Application of Trust Money
	  	 	53	  
	
	ARTICLE FIVE	  
	
	REMEDIES	  
			
	 SECTION 501.
	 	 Events of Default
	  	 	53	  
	 SECTION 502.
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	55	  
	 SECTION 503.
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	56	  
	 SECTION 504.
	 	 Trustee May File Proofs of Claim
	  	 	56	  
	 SECTION 505.
	 	 Trustee May Enforce Claims Without Possession of Securities
	  	 	57	  
	 SECTION 506.
	 	 Application of Money Collected
	  	 	57	  
	 SECTION 507.
	 	 Limitation on Suits
	  	 	58	  
	 SECTION 508.
	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	59	  
	 SECTION 509.
	 	 Restoration of Rights and Remedies
	  	 	59	  
	 SECTION 510.
	 	 Rights and Remedies Cumulative
	  	 	59	  
	 SECTION 511.
	 	 Delay or Omission Not Waiver
	  	 	59	  
	 SECTION 512.
	 	 Control by Holders
	  	 	59	  
	 SECTION 513.
	 	 Waiver of Past Defaults
	  	 	60	  
	 SECTION 514.
	 	 Undertaking for Costs
	  	 	60	  
	 SECTION 515.
	 	 Waiver of Stay or Extension Laws
	  	 	61	  
	
	ARTICLE SIX	  
	
	THE TRUSTEE	  
			
	 SECTION 601.
	 	 Notice of Defaults
	  	 	61	  
	 SECTION 602.
	 	 Certain Duties, Responsibilities and Rights of Trustee
	  	 	61	  
	 SECTION 603.
	 	 Trustee Not Responsible for Recitals or Issuance of Securities
	  	 	64	  
	 SECTION 604.
	 	 May Hold Securities
	  	 	64	  
	 SECTION 605.
	 	 Money Held in Trust
	  	 	64	  
	 SECTION 606.
	 	 Compensation and Reimbursement
	  	 	65	  


  
 iv 










							
	 SECTION 607.
	 	 Corporate Trustee Required; Eligibility; Conflicting Interests; Disqualification
	  	 	65	  
	 SECTION 608.
	 	 Resignation and Removal; Appointment of Successor
	  	 	66	  
	 SECTION 609.
	 	 Acceptance of Appointment by Successor
	  	 	67	  
	 SECTION 610.
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	68	  
	 SECTION 611.
	 	 Appointment of Authenticating Agent
	  	 	69	  
	
	ARTICLE SEVEN	  
	
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR	  
			
	 SECTION 701.
	 	 Disclosure of Names and Addresses of Holders
	  	 	70	  
	 SECTION 702.
	 	 Reports by Trustee
	  	 	71	  
	 SECTION 703.
	 	 Reports by Company
	  	 	71	  
	
	ARTICLE EIGHT	  
	
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	  
			
	 SECTION 801.
	 	 Company and Guarantor May Consolidate, etc., Only on Certain Terms
	  	 	72	  
	 SECTION 802.
	 	 Successor Person Substituted
	  	 	72	  
	
	ARTICLE NINE	  
	
	SUPPLEMENTAL INDENTURES	  
			
	 SECTION 901.
	 	 Supplemental Indentures Without Consent of Holders
	  	 	73	  
	 SECTION 902.
	 	 Supplemental Indentures with Consent of Holders
	  	 	74	  
	 SECTION 903.
	 	 Execution of Supplemental Indentures
	  	 	75	  
	 SECTION 904.
	 	 Effect of Supplemental Indentures
	  	 	75	  
	 SECTION 905.
	 	 Conformity with Trust Indenture Act
	  	 	76	  
	 SECTION 906.
	 	 Reference in Securities to Supplemental Indentures
	  	 	76	  
	 SECTION 907.
	 	 Notice of Supplemental Indentures
	  	 	76	  
	 SECTION 908.
	 	 Effect on Senior Indebtedness
	  	 	76	  
	
	ARTICLE TEN	  
	
	COVENANTS	  
			
	 SECTION 1001.
	 	 Payment of Principal, Premium, if Any, and Interest
	  	 	76	  
	 SECTION 1002.
	 	 Maintenance of Office or Agency
	  	 	76	  
	 SECTION 1003.
	 	 Money for Securities Payments to Be Held in Trust
	  	 	77	  
	 SECTION 1004.
	 	 Statement by Officers as to Default
	  	 	79	  
	 SECTION 1005.
	 	 Existence
	  	 	79	  
	 SECTION 1006.
	 	 Limitation on Liens
	  	 	79	  
	 SECTION 1007.
	 	 Limitation on Sale and Leaseback Transactions
	  	 	80	  
	 SECTION 1008.
	 	 SEC and Other Reports
	  	 	81	  
	 SECTION 1009.
	 	 Further Instruments and Acts
	  	 	81	  


  
 v 









							
	 SECTION 1010.
	 	 Calculation of Original Issue Discount
	  	 	82	  
	 SECTION 1011.
	 	 Additional Amounts
	  	 	82	  
	 SECTION 1012.
	 	 Waiver of Certain Covenants
	  	 	83	  
	
	ARTICLE ELEVEN	  
	
	REDEMPTION OF SECURITIES	  
			
	 SECTION 1101.
	 	 Applicability of Article
	  	 	83	  
	 SECTION 1102.
	 	 Election to Redeem; Notice to Trustee
	  	 	83	  
	 SECTION 1103.
	 	 Selection by Trustee of Securities to Be Redeemed
	  	 	83	  
	 SECTION 1104.
	 	 Notice of Redemption
	  	 	84	  
	 SECTION 1105.
	 	 Deposit of Redemption Price
	  	 	85	  
	 SECTION 1106.
	 	 Securities Payable on Redemption Date
	  	 	85	  
	 SECTION 1107.
	 	 Securities Redeemed in Part
	  	 	86	  
	
	ARTICLE TWELVE	  
	
	SINKING FUNDS	  
			
	 SECTION 1201.
	 	 Applicability of Article
	  	 	86	  
	 SECTION 1202.
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	87	  
	 SECTION 1203.
	 	 Redemption of Securities for Sinking Fund
	  	 	87	  
	
	ARTICLE THIRTEEN	  
	
	REPAYMENT AT OPTION OF HOLDERS	  
			
	 SECTION 1301.
	 	 Applicability of Article
	  	 	88	  
	 SECTION 1302.
	 	 Repayment of Securities
	  	 	88	  
	 SECTION 1303.
	 	 Exercise of Option
	  	 	89	  
	 SECTION 1304.
	 	 When Securities Presented for Repayment Become Due and Payable
	  	 	89	  
	 SECTION 1305.
	 	 Securities Repaid in Part
	  	 	90	  
	
	ARTICLE FOURTEEN	  
	
	DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 SECTION 1401.
	 	 Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	90	  
	 SECTION 1402.
	 	 Defeasance and Discharge
	  	 	90	  
	 SECTION 1403.
	 	 Covenant Defeasance
	  	 	91	  
	 SECTION 1404.
	 	 Conditions to Defeasance or Covenant Defeasance
	  	 	91	  
	 SECTION 1405.
	 	 Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	  	 	93	  
	 SECTION 1406.
	 	 Reinstatement
	  	 	94	  


  
 vi 










							
	
	ARTICLE FIFTEEN	  
	
	MEETINGS OF HOLDERS OF SECURITIES	  
			
	 SECTION 1501.
	 	 Purposes for Which Meetings May Be Called
	  	 	94	  
	 SECTION 1502.
	 	 Call, Notice and Place of Meetings
	  	 	94	  
	 SECTION 1503.
	 	 Persons Entitled to Vote at Meetings
	  	 	95	  
	 SECTION 1504.
	 	 Quorum; Action
	  	 	95	  
	 SECTION 1505.
	 	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	96	  
	 SECTION 1506.
	 	 Counting Votes and Recording Action of Meetings
	  	 	97	  
	
	ARTICLE SIXTEEN	  
	
	GUARANTEE BY THE GUARANTOR	  
			
	 SECTION 1601.
	 	 Guarantee
	  	 	97	  
	 SECTION 1602.
	 	 Severability
	  	 	99	  
	 SECTION 1603.
	 	 Priority of Guarantee
	  	 	99	  
	 SECTION 1604.
	 	 Limitation of Guarantor’s Liability
	  	 	99	  
	 SECTION 1605.
	 	 Subrogation
	  	 	99	  
	 SECTION 1606.
	 	 Reinstatement
	  	 	100	  
	 SECTION 1607.
	 	 Release of the Guarantor
	  	 	100	  
	 SECTION 1608.
	 	 Benefits Acknowledged
	  	 	100	  
	
	ARTICLE SEVENTEEN	  
	
	GUARANTEE BY THE SUBSIDIARY GUARANTORS	  
			
	 SECTION 1701.
	 	 Guarantee
	  	 	100	  
	 SECTION 1702.
	 	 Severability
	  	 	102	  
	 SECTION 1703.
	 	 Priority of Guarantee
	  	 	102	  
	 SECTION 1704.
	 	 Limitation of Subsidiary Guarantor’s Liability
	  	 	102	  
	 SECTION 1705.
	 	 Subrogation
	  	 	102	  
	 SECTION 1706.
	 	 Reinstatement
	  	 	102	  
	 SECTION 1707.
	 	 Release of the Subsidiary Guarantors
	  	 	103	  
	 SECTION 1708.
	 	 Benefits Acknowledged
	  	 	103	  
			
	 EXHIBIT A
	 	 FORMS OF CERTIFICATION
	  			


  
 vii









 INDENTURE, dated as of November 3, 2011, among AMERICAN AXLE & MANUFACTURING,
INC., a Delaware corporation (the “Company”), having its principal office at One Dauch Drive, Detroit, Michigan 48211-1198, AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware corporation (the “Guarantor” and
“Holdings”), as Guarantor, AAM INTERNATIONAL HOLDINGS, INC, a Delaware corporation, ACCUGEAR, INC., a Delaware corporation, COLFOR MANUFACTURING, INC. a Delaware corporation, DIETRONIK, INC., a Delaware corporation, MSP INDUSTRIES
CORPORATION, a Michigan corporation, and OXFORD FORGE, INC., a Delaware corporation (collectively, the “Subsidiary Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee (herein called the
“Trustee”). 
 RECITALS OF THE COMPANY 
 WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured senior or subordinated debentures, notes or other
evidences of indebtedness (herein called the “Securities”), which may be convertible into or exchangeable for any securities of any person (including the Company), to be issued in one or more series as in this Indenture provided; and

 WHEREAS, Holdings desires with respect to Securities of certain series issued under this Indenture to make the Guarantees
provided for herein; and 
 WHEREAS, the Company and Holdings wish to permit certain Subsidiaries of the Company to make the
Guarantees permitted pursuant to Section 301 and set forth in Section 1701 with respect to Securities of certain series issued under this Indenture; 
 WHEREAS, this Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture, and shall be governed by such provisions;
provided that if any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture as so modified; provided further that if any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture; and 

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

 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows: 







 ARTICLE ONE 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 SECTION 101.
Definitions. “Act”, when used with respect to any Holder, has the meaning specified in Section 104. 

“Additional Amounts” has the meaning specified in Section 1011. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For purposes of this definition, “control,” 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, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” shall have correlative meanings. 
 “Attributable Debt” means, when used in respect of any Sale and
Leaseback Transaction, as of the time of determination, the total obligation (discounted to present value at the rate per annum equal to the discount rate which would be applicable to a capital lease obligation with like term in accordance with
GAAP) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining
portion of the initial term of the lease included in such Sale and Leaseback Transaction. 
 “Authenticating Agent”
means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 611 to authenticate Securities. 
 “Authorized Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published
on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers,
the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
 “Bearer Security” means any Security except a Registered Security. 

“Board of Directors” means (i) with respect to a corporation, the board of directors of the corporation; (ii) with
respect to a partnership, the Board of Directors of the general partner of the partnership; and (iii) with respect to any other Person, the board or committee of such Person serving a similar function. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company, the
Guarantor or a Subsidiary Guarantor, as the case may 

  
 9 








 
be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” means, when used with respect to any Place of Payment or any other particular location referred to in this
Indenture or in the Securities, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to close. 
 “Capital Stock” of any Person means
(i) with respect to any Person that is a corporation, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Common
Stock or Preferred Stock, and (ii) with respect to any Person that is not a corporation, any and all partnership, limited liability company, membership or other equity interests of such Person, but in each case excluding any debt securities
convertible into such equity. 
 “Clearstream” means Clearstream, société anonyme, or its successor.

 “Commission” or “SEC” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time. 
 “Common Depositary” has the meaning specified in Section 304. 

“Common Stock” means, with respect to any Person, any and all shares, interest or other participations in, and other
equivalents (however designated and whether voting or nonvoting) of, such Person’s common stock whether or not outstanding on the original issue date of any Securities issued under this Indenture, and includes, without limitation, all series
and classes of such common stock. 
 “Company” means the Person named as the “Company” in the first
paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by one
Officer of the Company and delivered to the Trustee. 
 “Consolidated Current Liabilities” means the aggregate of the
current liabilities of Holdings appearing on the most recent available consolidated balance sheet of Holdings, all in accordance with GAAP. In no event shall Consolidated Current Liabilities include any obligation of Holdings or its Subsidiaries
issued under a revolving credit or similar agreement if the obligation issued under such agreement matures by its terms within 12 months from the date thereof but by the terms of such agreement such obligation may be renewed or extended or the
amount thereof reborrowed or refunded at the option of Holdings, the Company or any Subsidiary for a term in excess of 12 months from the date of determination. 

  
 10 









 “Consolidated Net Tangible Assets” means Consolidated Tangible Assets after
deduction of Consolidated Current Liabilities. 
 “Consolidated Tangible Assets” means the aggregate of all assets of
Holdings (including the value of all existing Sale and Leaseback Transactions and any assets resulting from the capitalization of other long-term lease obligations in accordance with GAAP) appearing on the most recent available consolidated balance
sheet of Holdings at their net book values, after deducting related depreciation, applicable allowances and other properly deductible items, and after deducting all goodwill, trademarks, tradenames, patents, unamortized debt discount and expenses
and other like intangibles, all prepared in accordance with GAAP. 
 “Conversion Date” has the meaning specified in
Section 312(d). 
 “Conversion Event” means the cessation of use of a Foreign Currency both by the government of
one or more countries or by any recognized union, association or confederation of governments that issued such currency and by a central bank or other public institution of or within the international banking community for the settlement of
transactions. 
 “Corporate Trust Office of the Trustee” means the principal corporate trust office of the Trustee, at
which at any particular time its corporate trust business shall be administered, which office on the date of execution of this Indenture is located at 535 Griswold Street, Suite 550, Detroit, Michigan 48226, except that with respect to presentation
of Securities for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted. 

“corporation” includes corporations, associations, companies and business or statutory trusts. 

“coupon” means any interest coupon appertaining to a Bearer Security. 

“Currency” means any currency, composite currency or currency unit, including, without limitation, the Euro, issued by the
government of one or more countries or by any recognized union, confederation or association of such governments. 

“Debt” has the meaning set forth in Section 1006. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

 “Defaulted Interest” has the meaning specified in Section 307. 

“Depositary” means, with respect to Registered Securities of any series, for which the Company shall determine that such
Registered Securities will be issued in permanent global form, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), or other applicable statute or regulations, which in each case, shall be designated by the Company pursuant to Section 301. 

  
 11 









 “Dollar” or “$” means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender for the payment of public and private debts. 

“Dollar Equivalent of the Currency Unit” has the meaning specified in Section 312(g). 

“Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 312(f). 

“Election Date” has the meaning specified in Section 312(h). 

“Euro” means the basic unit of currency among participating European Union countries, as revised or replaced from time to time.

 “Euroclear” means Euroclear Bank S.A./N.V. as operator of Euroclear System, and any successor thereto. 

“European Union” means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy
Community, as may be modified from time to time. 
 “Event of Default” has the meaning specified in Section 501.

 “Exchange Date” has the meaning specified in Section 304. 

“Exchange Rate Agent” means, with respect to Securities of or within any series, unless otherwise specified with respect to any
Securities pursuant to Section 301, a New York Clearing House bank, designated pursuant to Section 301 or Section 313. 
 “Exchange Rate Officer’s Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable with respect to a Security
of any series on the basis of such Market Exchange Rate, signed by the Treasurer or any Vice President of the Company. 

“Extension Notice” has the meaning specified in Section 308. 

“Extension Period” has the meaning specified in Section 308. 

“Federal Bankruptcy Code” means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.

 “Foreign Currency” means any Currency other than Currency of the United States. 

  
 12 









 “Funded Debt” means all Debt having a maturity of more than 12 months from the
date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of the borrower, but excluding any such Debt owed to the Company, the
Guarantor or a Subsidiary. 
 “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession which are in effect on the date of this Indenture. 

“Government Obligations” means, unless otherwise specified with respect to any series of Securities pursuant to
Section 301, securities which are (i) direct obligations of the government which issued the Currency in which the Securities of a particular series are payable or (ii) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the government which issued the Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit
obligations of such government payable in such Currency and 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
Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government
Obligation evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness
or other obligations. 
 “Guarantee” means any guarantee of the Guarantor and, if applicable, any Subsidiary
Guarantor, endorsed on a Security authenticated and delivered pursuant to this Indenture and shall include the Guarantees by the Guarantor set forth in Section 1601 and any Guarantees of any Subsidiary Guarantor established in accordance with
Section 301 and set forth in Section 1701. 
 “Guarantor” means the Person named as the
“Guarantor” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person.

 “Guarantor Obligations” shall have the meaning provided in Section 1601. 

“Guarantor Request” or “Guarantor Order” means a written request or order signed in the name of the Guarantor by one
Officer of the Guarantor, and delivered to the Trustee. 

  
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 “Holder” means, in the case of a Registered Security, the Person in whose name a
Security is registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof. 

“Holdings” means American Axle & Manufacturing Holdings, Inc., a Delaware Corporation. 

“Indebtedness” means (1) any liability of any Person (a) for borrowed money, or (b) evidenced by a bond, note,
debenture or similar instrument (including purchase money obligations but excluding Trade Payables), or (c) for the payment of money relating to a lease that is required to be classified as a capitalized lease obligation in accordance with
GAAP; (2) preferred or preference stock of a Subsidiary of the Company held by Persons other than the Company or a Subsidiary of the Company; (3) any liability of others described in the preceding clause (1) that the Person has
guaranteed, that is recourse to such Person or that is otherwise its legal liability; and (4) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (1),
(2) and (3) above. 
 “Indenture” means this instrument as originally executed and as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 301;
provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party. 
 “Indexed Security” means a Security the terms of which provide that the principal amount
thereof payable at the Stated Maturity may be more or less than the principal face amount thereof at original issuance. 

“interest” means, when used with respect to an Original Issue Discount Security the rate prescribed in such Original Issue
Discount Security. 
 “Interest Payment Date” means, when used with respect to any Security, the Maturity of an
installment of interest on such Security. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give 

  
 14 









 
a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 

“Market Exchange Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 301,
(i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified
pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers quoted in New York
City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in
accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London
or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of
New York as of the most recent available date, or quotations from one or more major banks in New York City, London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate.
Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a
non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities. 
 “Maturity” means, when used with respect to any Security, the date on which the principal of such Security or any installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment, notice of exchange or conversion, or otherwise. 
 “Mortgage” means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, encumbrance, or any other security
arrangement of any kind or nature whatsoever on or with respect to such property or assets (including any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company or the Guarantor, as the case may be, one of whom must be the


  
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principal executive officer, the principal financial officer, the treasurer, or the principal accounting officer of the Company, that meets the requirements of Section 102 hereof.

 “Operating Property” means any real property or equipment located in the United States owned by, or leased to, the
Company, Holdings or any Subsidiary that has a market value in excess of 1.0% of Consolidated Net Tangible Assets. 

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or the Guarantor, as the case may
be, including an employee of the Company or the Guarantor, and who shall be acceptable to the Trustee. 
 “Original Issue
Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

“Outstanding” means, when used with respect to Securities, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore cancelled by the Trustee
or delivered to the Trustee for cancellation; 
 (ii) Securities, or portions thereof, for whose payment or
redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or the Guarantor) in trust or set aside and segregated in trust by the
Company or the Guarantor (if the Company or the Guarantor, as the case may be, shall act as its own Paying Agent) for the Holders of such Securities and any coupons appertaining thereto; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (iii) Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and

 (iv) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company; 
 provided, however, that in determining whether
the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose
of making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at 

  
 16 









 
the time of such determination, upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign
Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as
set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to
the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other obligor. 
 “Paying Agent” means any
Person (including the Company or the Guarantor acting as Paying Agent) authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities on behalf of the Company. 

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof. 
 “Place of Payment” means, when used with respect to the Securities of or
within any series, the place or places (which, in the case of Bearer Securities, shall be outside the United States) where the principal of (and premium, if any) and interest, if any, on such Securities are payable as specified as contemplated by
Sections 301 and 1002. 
 “Predecessor Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed, lost or
stolen coupon appertains, as the case may be. 
 “Preferred Stock” means, as applied to the Capital Stock of any
corporation, Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of
Capital Stock of any other class of such Person. 

  
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 “Redemption Date”, when used with respect to any Security to be redeemed, in whole
or in part, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price” means,
when used with respect to any security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture. 

“Registered Security” means any Security registered in the Security Register. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of or within any
series means the date specified for that purpose as contemplated by Section 301. 
 “Repayment Date” means, when
used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment pursuant to this Indenture. 
 “Repayment Price” means, when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid pursuant to this Indenture. 

“Responsible Officer” means, when used with respect to the Trustee, any officer of the Trustee within the Corporate Trust
Office of the Trustee (or any successor group of the Trustee) who has direct responsibility for administration of this Indenture and, for purposes of Section 601 or subparagraph (3)(b) of the first paragraph of Section 602 hereof,
also includes any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 
 “Restricted Subsidiary” means any Subsidiary (excluding the Company) that owns Operating Property. 
 “Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing to the Company, the Guarantor or any Subsidiary of any Operating Property, which Operating
Property has been or is to be sold or transferred by the Company, Holdings or such Subsidiary to such Person. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is
not Trustee. 
 “Security Register” and “Security Registrar” have the respective meanings specified in
Section 305. 
 “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on
(x) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed other than (a) any indebtedness
of the Company which when 

  
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incurred and without respect to any election under Section 1111(b) of the Federal Bankruptcy Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of its
subsidiaries, (c) Indebtedness to any employee of the Company, (d) any liability for taxes and (e) Trade Payables, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided
that such indebtedness is not senior or prior in right of payment to the Securities, and (y) renewals, extensions, modifications and refundings of any such indebtedness. This definition may be modified or superseded by a supplemental indenture.

 “Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the
meaning of Article 1 of Regulation S-X of the Securities Act of 1933 as in effect on the date of this Indenture. 

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of or within any series means a
date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity” has the meaning specified in
Section 308. 
 “Subsidiary” means any corporation of which at least a majority of the outstanding stock having
by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned by the Company, Holdings or by one or more other Subsidiaries, or by the Company, Holdings and one or more other Subsidiaries. 

“Subsidiary Guarantor” means with respect to the Securities of any series, any of AAM International Holdings, Inc., AccuGear,
Inc., Colfor Manufacturing, Inc., DieTronik, Inc., MSP Industries Corporation, Oxford Forge, Inc. or such other Subsidiary as may from time to time provide a Guarantee with respect to the Securities of a particular series pursuant to
Section 301 and as set forth in Section 1701, until released from such Guarantee pursuant to the provisions of this Indenture and the terms of such series of Securities. 

“Subsidiary Guarantor Request” or “Subsidiary Guarantor Order” means a written request or order signed in the name of
the Subsidiary Guarantor by one Officer of the Subsidiary Guarantor, and delivered to the Trustee. 
 “Trade Payables”
means accounts payable or any other Indebtedness or monetary obligations to trade creditors created or assumed in the ordinary course of business in connection with the obtaining of materials or services. 

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this
Indenture was executed, except as provided in Section 905. 
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this Indenture 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; provided, however, that if at any time there is more than one such Person, 

  
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“Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 

“United States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United
States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 
 “United States person” means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual who is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which is subject to United States federal income taxation regardless of its source. 

“Valuation Date” has the meaning specified in Section 312(c). 

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title “vice president”. 
 “Voting Stock” means stock
of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time stock of any other class or
classes shall have or might have voting power by reason of the happening of any contingency). 
 “Yield to Maturity”
means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States
bond yield computation principles. 
 SECTION 102. Compliance Certificates and Opinions. Upon any application or request
by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to
such particular application or request, no additional certificate or opinion need be furnished. 
 Every certificate or opinion
with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 1004) shall include: 
 (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 

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

 (4) a statement as to whether, in the opinion of each such individual, such covenant or condition has been
complied with. 
 SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to
be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

Any certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or the Guarantor, as
the case may be, stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor, as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make,
give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

SECTION 104. Acts of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders
of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when
such 

  
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instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantor or to all of them. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. 
 (a) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other
manner that the Trustee deems sufficient. 
 (b) The principal amount and serial numbers of Registered Securities held by any
Person, and the date of holding the same, shall be proved by the Security Register. 
 (c) The principal amount and serial
numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary,
wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or
such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee, the Company, the Guarantor and the Subsidiary
Guarantors, as the case may be, may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer
Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of
Bearer Securities held by any Person, and the date of holding the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (d) If the Company or the Guarantor shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or the
Guarantor, as the case may be, may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company or the Guarantor, as the case may be, shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date
not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such 

  
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solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 
 (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent, or the
Company, the Guarantor or the Subsidiary Guarantors, as the case may be, in reliance thereon, whether or not notation of such action is made upon such Security. 
 SECTION 105. Notices, etc. to Trustee, Company, the Guarantor or Subsidiary Guarantors. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee
by any Holder or by the Company, the Guarantor or any Subsidiary Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention:James Kowalski,
or 
 (2) the Company, the Guarantor or any Subsidiary Guarantor by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid or by overnight delivery service, to the Company, the Guarantor or such Subsidiary Guarantor, as the case may
be, addressed to it at the address of the Company’s principal office specified in the first paragraph of this Indenture, to the attention of its General Counsel, or at any other address previously furnished in writing to the Trustee by the
Company, the Guarantor or such Subsidiary Guarantor, as the case may be. 
 SECTION 106. Notice to Holders; Waiver.
Except as otherwise expressly provided herein or otherwise specified with respect to any series of Securities pursuant to Section 301, where this Indenture provides for notice of any event to Holders of Registered Securities by the Company, the
Guarantor or the Trustee, such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with respect to other 

  
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Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided. Any notice mailed to a Holder in the manner herein prescribed shall be
conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 
 In case,
by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of Registered Securities when such notice is required to be given pursuant to
any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be sufficient giving of such notice for every purpose hereunder. 

Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where
this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of New York and in such other city or cities
as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice. Any such notice shall be
deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication. 
 If by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause, it shall be impracticable to publish any notice to Holders of Bearer
Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to
Holders of Registered Securities given as provided herein. 
 Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
 SECTION 107. Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 108.
Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

  
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 SECTION 109. Separability Clause. In case any provision in this Indenture or in any
Security, any Guarantee or coupon 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 110. Benefits of Indenture. Nothing in this Indenture or in the Securities, the Guarantees or coupons, express or implied,
shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and the Holders of Securities or coupons, any benefit or any legal or equitable right,
remedy or claim under this Indenture. 
 SECTION 111. Governing Law. THIS INDENTURE AND THE SECURITIES AND ANY COUPONS
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE
GOVERNED BY SUCH PROVISIONS. 
 SECTION 112. Legal Holidays. In any case where any Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security or coupon other than a
provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date Repayment Date, sinking fund payment date, or at the Stated Maturity or Maturity;
provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be. 

SECTION 113. No Recourse. No recourse for the payment of the principal of or premium, if any, or interest on any Security or any
coupons appertaining thereto, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Security
or any coupons appertaining thereto, or because of the creation of any indebtedness represented thereby, shall be had against any director, officer, employee, or stockholder as such, past, present or future, of the Company or any of its Affiliates
or any successor Person of the Company, either directly or through the Company or any of its Affiliates or any successor Person of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities. 

SECTION 114. 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. 

  
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 The following TIA terms used in this Indenture have the following meanings: 

 

	 	(i)	“indenture securities” means the Securities; 

  

	 	(ii)	“indenture security Holder” means a Holder of a Security; 

  

	 	(iii)	“indenture to be qualified” means this Indenture; 

  

	 	(iv)	“indenture trustee” or “institutional trustee” means the Trustee; and 


 

	 	(v)	“obligor” on the Securities means the Company and if applicable, the Guarantor and any Subsidiary Guarantor, in respect of the Securities 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 have the meanings so assigned to them. 
 SECTION 115.
Rules of Construction. Unless the context otherwise requires: 
  

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

  

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


 

	 	(III)	“or” is not exclusive; 

  

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


 

	 	(V)	provisions apply to successive events and transactions. 

 SECTION 116. USA Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee and the Trust Officers, like all financial institutions and
in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this
agreement agree that they shall provide the Trustee and the Trust Officers with such information as they may request in order to satisfy the requirements of the USA Patriot Act. 

ARTICLE TWO 

SECURITY FORMS 

SECTION 201. Forms Generally. The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series
and related coupons the temporary global Securities of each series, if any, and the permanent global Securities of each series, if any, and the Guarantees, if any, to be endorsed thereon shall be in substantially the forms as shall be 

  
 26 









 
established by, or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board
Resolution of the Company or, in the case of the Guarantees, the Guarantor and any Subsidiary Guarantors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company, the Guarantor or the Subsidiary Guarantors, as the case may be, executing such Securities or coupons, as evidenced by their execution of the Securities or coupons. If the forms of
Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or Assistant Secretary of the Company, and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Security. 
 Unless otherwise specified as contemplated by Section 301,
Securities in bearer form shall have interest coupons attached. 
 The Trustee’s certificate of authentication on all
Securities shall be in substantially the form set forth in this Article. 
 The definitive Securities and coupons, if any,
including the Guarantees, if any, shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company or the Guarantor, as the case may be, executing such
Securities, coupons or Guarantees, as evidenced by their execution of such Securities, coupons or Guarantees. 
 SECTION 202.
Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 Dated:              

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

 

			
	U. S. Bank National Association,
	as Trustee
		
	By:	 	  

	Authorized Officer
		 	


 SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 301, then, 

  
 27 









 
notwithstanding clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or
decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to
Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel. 
 The provisions of the last sentence of
Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last
sentence of Section 303. 
 Notwithstanding any provisions of Section 307 to the contrary, unless otherwise specified
as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Guarantor and any
Subsidiary Guarantor, if applicable, (if Guarantees are issued) the Trustee and any agent of the Company, the Guarantor and any Subsidiary Guarantor, if applicable (if Guarantees are issued), and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent global Security (i), in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a
permanent global Security in bearer form, Euroclear or Clearstream. 
 ARTICLE THREE 

THE SECURITIES 

SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. 

  
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 The Securities may be issued in one or more series. There shall be established in one or
more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from
time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 
 (1) title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities) and whether such Securities are senior or subordinated; 

(2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
 (3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable; 

(4) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate
or rates shall be determined, the date or dates from which any such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable, the right, if any, of the
Company to defer or extend an Interest Payment Date, and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis
upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months; 

(5) the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the
principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable (which in the case of Bearer Securities shall be outside the United States), where any Registered Securities of the series may be surrendered for
registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the
location specified in Section 106, the place or places where notices or demands to or upon the Company or, if applicable, the Guarantor in respect of the Securities of the series and this Indenture may be served; 

(6) the period or periods within which, the price or prices at which, the Currency in which, and other terms and
conditions upon which Securities of the series 

  
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may be redeemed, in whole or in part, at the option of the Company or a Holder thereof, if the Company or such Holder is to have that option; 

(7) the obligation or right, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any
sinking fund or analogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities
of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 
 (8) if
other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations
in which any Bearer Securities of the series shall be issuable; 
 (9) if other than the Trustee, the identity of
each Security Registrar and/or Paying Agent; 
 (10) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502, upon redemption of the Securities of the series which are redeemable before their Stated
Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined; 

(11) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or
interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of
Section 312; 
 (12) whether the amount of payments of principal of (or premium, if any) or interest, if
any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices),
and the manner in which such amounts shall be determined; 
 (13) whether the principal of (or premium, if any)
or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods within
which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable
and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312; 

  
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 (14) the designation of the initial Exchange Rate Agent, if any, or any
depositaries; 
 (15) if Sections 1402 and/or 1403 are not applicable to the Securities of the series and any
provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series; 
 (16) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 

(17) any deletions from, modifications of or additions to the Events of Default or covenants of the Company or, if
applicable, the Guarantor with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 

(18) if Securities of the series are not to be issuable solely as Registered Securities, whether Securities of the series
are to be issuable as Bearer Securities (with or without coupons) or both Registered Securities and Bearer Securities, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether such Securities of any series are to be
issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may
exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, whether
Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made and if
Securities of the series are to be issuable in global form, the identity of any initial depository therefor; 

(19) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding
Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued; 
 (20) the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;
and the extent to which, or the manner in which any interest payable on a permanent global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 307; 

  
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 (21) if Securities of the series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or
conditions; 
 (22) if the Securities of the series are to be issued upon the exercise of warrants, the time,
manner and place for such Securities to be authenticated and delivered; 
 (23) whether, under what circumstances
and the Currency in which the Company will pay Additional Amounts as contemplated by Section 1011 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 

(24) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person
(including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable; 
 (25) whether the Securities of the series are subject to subordination and, if so, the terms of such subordination; and 

(26) if Securities of the series are not to be guaranteed by the Guarantor and any modification of the terms of the
Guarantees as set forth in Article Sixteen; 
 (27) if Securities of the series are guaranteed by any Subsidiary
Guarantors and any deletions from, modifications to or additions to Article Seventeen, the Events of Default or covenants with respect to such Subsidiary Guarantors with respect to Securities of the series, whether or not such changes are consistent
with Article Seventeen, the Events of Default or covenants set forth herein; and 
 (28) any other terms,
conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). 

All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set
forth in such Officer’s Certificate or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened, without the consent of the
Holders, for issuances of additional Securities of such series. 
 If any of the terms of the Securities of any series are
established by action taken pursuant to one or more Board Resolutions or pursuant to authority granted by one or more 

  
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Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the issuance of the first Security of such series. 

SECTION 302. Denominations. The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of such series, the Registered Securities of such series, other than Registered
Securities issued in global form (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, other than the Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in the denomination of $5,000. 
 SECTION 303. Execution,
Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman, its President or a Vice President, attested by its Secretary or an Assistant Secretary. The
signature of any of these officers on the Securities or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. 

Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons.

 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of
any series together with any coupons appertaining thereto, executed by the Company and (if Securities of such series were specified as contemplated by Section 301 to be guaranteed by the Guarantor and any Subsidiary Guarantor) having endorsed
thereon Guarantees duly executed by the Guarantor and any Subsidiary Guarantor, as applicable, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States;
and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this
Section and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest
then 

  
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matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution, Officer’s Certificate pursuant to a Board
Resolution, or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining terms of particular Securities of such series
such as interest rate, maturity, date of issuance and date from which interest shall accrue. 
 In authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating in effect (subject
to customary exceptions): 
 (a) that the form or forms of such Securities and any such Guarantees to be endorsed
thereon and any coupons have been established in conformity with the provisions of this Indenture; 
 (b) that
the terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; 
 (c) that such Securities, together with any Guarantees endorsed thereon and any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the
Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel,
will be the legal, valid and binding obligations of the Company, the Guarantor, and each of the Subsidiary Guarantors, as applicable, respectively, enforceable in accordance with their terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally (including without limitation on all laws relating to fraudulent transfers), to general principles of equity; 

(d) that all laws and requirements in respect of the execution and delivery by the Company, the Guarantor and the
Subsidiary Guarantors, as applicable, of such Securities, Guarantees, any coupons and of the supplemental indentures, if any, have been complied with and that authentication and delivery of such Securities and any coupons and the execution and
delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture; 

(e) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary
corporate action with respect to such issuance; 
 (f) that the Guarantor and the Subsidiary Guarantors, as
applicable, have the corporate power to issue such Guarantees, and have taken all necessary corporate action with respect to such issuance; and 
 (g) that the issuance of such Securities, Guarantees and any coupons will not contravene the articles of incorporation or by-laws of the Company, the Guarantor or Subsidiary Guarantors, as applicable, or
result in any violation of any of the terms or 

  
 34 









 
provisions of any law or regulation or of any indenture, mortgage or other agreement known to such Counsel by which the Company, the Guarantor or the Subsidiary Guarantors, as applicable, are
bound. 
 Notwithstanding the provisions of Section 301 and of the preceding two paragraphs, if not all the Securities of
any series are to be issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two
paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series. 

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

Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301. 
 No Security, no Guarantee endorsed thereon or coupon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. The delivery of any
Security by the Trustee after the authentication thereof shall constitute due delivery of any Guarantee endorsed thereon on behalf of the Guarantor and the Subsidiary Guarantors, as applicable. 

Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture. 
 SECTION 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, substantially of the tenor of the definitive
Guarantees, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities,
Guarantees or coupons may determine, as conclusively evidenced by their execution 

  
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of such Securities, Guarantees or coupons, as the case may be. Such temporary Securities may be in global form. 
 Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series
and of like tenor of authorized denominations having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable; provided, however, that no definitive Bearer Security shall
be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in
Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 

If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or
to such other accounts as they may direct). 
 Without unnecessary delay but in any event not later than the date specified in,
or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary
global Security and having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, executed by the Company. On or after the Exchange Date such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be
exchanged and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in
bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the
beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the


  
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Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date
or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established
pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. 

Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable following the
Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to
this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the
Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices
of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. 

Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee
or the applicable Paying Agent of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or
after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a
certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303
of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and,
if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, on the 

  
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Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no
payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company in accordance with (but otherwise subject to) Section 1003. 

SECTION 305. Registration, Registration of Transfer and Exchange. The Company or the Trustee shall cause to be kept at the
Corporate Trust Office of the Trustee a register for each series of Securities (the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities;
provided, however, that there shall be only one Security Register per series of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all
reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the “Security Registrar”) for the purpose of registering Registered Securities and
transfers of Registered Securities as herein provided and for facilitating exchanges of temporary global Securities for permanent global Securities or definitive Securities, or both, or of permanent global Securities for definitive Securities, as
herein provided. 
 Upon surrender for registration of transfer of any Registered Security of any series at the office or agency
in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Registered Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable. 

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of
any authorized denomination and of a like aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive, having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary
Guarantors, as applicable. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. 

If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the
applicable Officer’s Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same


  
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series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee
if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of
which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted
exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of
the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 

Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable. 

Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such
permanent global Security, executed by the Company and if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to 

  
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time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized denominations and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, as the
portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security
is payable in accordance with the provisions of this Indenture. 
 All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer. 
 If at any time the Depositary for any permanent global Registered Securities of any series notifies
the Company that it is unwilling or unable to continue as Depositary for such permanent global Registered Securities or if at any time the Depositary for such permanent global Registered Securities shall no longer be eligible under applicable law,
the Company shall appoint a successor Depositary eligible under applicable law with respect to such permanent 

  
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global Registered Securities. If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series and tenor, will
authenticate and deliver such definitive Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such permanent global Registered Securities, in exchange for
such permanent global Registered Securities. 
 The Company may at any time and in its sole discretion determine that any
permanent global Registered Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive
Registered Securities of such series and tenor, will authenticate and deliver, definitive Registered Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such
permanent global Registered Securities, in exchange for such permanent global Registered Securities. 
 The Company shall not be
required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under
Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series
are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or
(iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer that may
be imposed under this Indenture with respect to the Securities of any series pursuant to the terms thereof established as contemplated by Section 301 or under applicable law with respect to any transfer of any interest in any such Security
(including any transfers between or among any depositary (including any Depositary or Common Depositary), or its nominee, as a Holder of a Security issued in global form, any participants in such depositary or owners or holders of beneficial
interests in any such global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of such Securities if and as may
be so established in respect of such Securities, and to examine the same to determine substantial compliance as to form with the express requirements thereof. 

  
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 No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be
responsible for any act or ommission of the Depositary. 
 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously Outstanding, and having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, with coupons corresponding to
the coupons, if any, appertaining to the surrendered Security, or, in case any such mutilated Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security, pay such Security or coupon. 
 If there shall
be delivered to the Company, the Guarantor (if related Guarantees are issued) and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon 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, the Guarantor or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons
not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding, and having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor
and the Subsidiary Guarantors, as applicable, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains. 

Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the
Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any) and interest, if any, on Bearer Securities shall, except
as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall be payable only upon
presentation and surrender of the coupons appertaining thereto. 
 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. 

  
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 Every new Security of any series, with any Guarantees endorsed thereon duly executed by the
Guarantor and the Subsidiary Guarantors, as applicable, and with its coupons, if any, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security, or in exchange for a Security to which a mutilated, destroyed, lost
or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company and if applicable, the Guarantor and the Subsidiary Guarantors, as applicable, whether or not the mutilated, destroyed, lost or stolen
Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon 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, any Guarantees endorsed thereon and their coupons, if any, 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 or coupons. 

SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset. (a) Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, interest, if any, on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on any Registered Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 309, to the address of such Person as it appears on the Security Register or (ii) transfer to an account located in the United States maintained by the payee. 

Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any series, payment of interest, if any,
may be made, in the case of a Bearer Security, by transfer to an account located outside the United States maintained by the payee. 
 Any interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on
the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at the rate specified in the Securities of such series (such defaulted
interest and, if applicable, interest thereon herein collectively called “Defaulted Interest”) may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money
in the Currency in which the Securities of such series are payable 

  
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(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest that shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in Section 106, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 
 (2) The Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which
such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the
Trustee. 
 (b) The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security
of such series may be reset by the Company on the date or dates specified on the face of such Security (each an “Optional Reset Date”). The Company may exercise such option with respect to such Security by notifying the Trustee of such
exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Security. Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of
any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new
interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the date of Maturity of such Security (each such period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during
the Subsequent Interest Period. 
 Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish 

  
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an interest rate (or a spread or spread multiplier used to calculate such interest rate, if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable)
provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such higher spread or spread multiplier, if applicable)
to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and
with respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or
spread multiplier, if applicable). 
 The Holder of any such Security will have the option to elect repayment by the Company of
the principal of such Security on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if
the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date.

 Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 308. Optional Extension of Maturity. The provisions of this Section 308 may be made applicable to any series of
Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301). The Maturity of any Security of such series may be extended at the option of the Company for the
period or periods specified on the face of such Security (each an “Extension Period”) up to but not beyond the final maturity date of Maturity as set forth on the face of such Security (the “Stated Maturity”). The Company may
exercise such option with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Maturity of such Security in effect prior to the exercise of such option. If the Company exercises
such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days prior to the Maturity a notice (the “Extension Notice”) indicating (i) the election of the
Company to extend the Maturity, (ii) the new Maturity, (iii) the interest rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee’s
transmittal of the Extension Notice, the Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice. 
 Notwithstanding the foregoing, not later than 20 days before the Maturity of such
Security, the Company may, at its option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to 


  
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transmit, in the manner provided for in Section 106, notice of such higher interest rate to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to
which the Maturity is extended will bear such higher interest rate. 
 If the Company extends the Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company at Maturity at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment at Maturity once the Company has extended
the Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day
before the Maturity. 
 SECTION 309. Persons Deemed Owners. Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Guarantor and any Subsidiary Guarantor (if the Guarantee is endorsed on such Registered Security), the Trustee and any agent of the Company, the Guarantor and any Subsidiary Guarantor (if the Guarantee is
endorsed on such Registered Security), or the Trustee may treat the Person in whose name such Registered Security is registered as the absolute owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor or any Subsidiary Guarantor (if a Guarantee is
endorsed on such Registered Security), the Trustee or any agent of the Company, the Guarantor or any Subsidiary Guarantor (if a Guarantee is endorsed on such Registered Security), or the Trustee shall be affected by notice to the contrary.

 Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Guarantor and any
Subsidiary Guarantor (if a Guarantee is endorsed on such Bearer Security), the Trustee and any agent of the Company, the Guarantor and any Subsidiary Guarantor (if a Guarantee is endorsed on such Bearer Security), or the Trustee may treat the bearer
of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be
overdue, and none of the Company, the Guarantor or any Subsidiary Guarantor (if a Guarantee is endorsed on such Bearer Security), the Trustee or any agent of the Company, the Guarantor or any Subsidiary Guarantor (if a Guarantee is endorsed on such
Bearer Security), or the Trustee shall be affected by notice to the contrary. 
 None of the Company, the Guarantor, any
Subsidiary Guarantor, as applicable, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a
Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Guarantor, the Subsidiary Guarantors, as applicable, the Trustee and the Securities Registrar shall be
entitled to deal with any depositary (including any Depositary or Common Depositary), and any nominee thereof, that is the Holder of any such global Security for all purposes of this Indenture relating to such global


  
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Security (including the payment of principal, premium, if any, and interest and Additional Amounts, if any, the giving of instructions or directions by or to the owner or holder of a beneficial
ownership interest in such global Security) as the sole Holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Guarantor, the Subsidiary Guarantors, as applicable, the Trustee, any
Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such global Security, for the records of any such depositary, including records in respect of
beneficial ownership interests in respect of any such global Security, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a
beneficial interest in such global Security or for any transfers of beneficial interests in any such global Security. 

Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Guarantor, the
Subsidiary Guarantors, as applicable, the Trustee, or any agent of the Company, the Guarantor, the Subsidiary Guarantors, as applicable, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any
depositary (including any Depositary or Common Depositary), as a Holder, with respect to such global Security or impair, as between such depositary and owners of beneficial interests in such global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security. 
 SECTION 310.
Cancellation. All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee. All Securities and coupons so delivered to the Trustee shall be promptly cancelled by it. The Company, the Guarantor or the Subsidiary Guarantors may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company, the Guarantor or such Subsidiary Guarantors, as the case may be, may have acquired in any manner whatsoever, and may deliver to the Trustee
(or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the
Company, the Guarantor or any Subsidiary Guarantor shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities and
coupons held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and, if requested by the Company in writing, certification of their disposal delivered to the Company, unless by Company Order the Company
shall timely direct that cancelled Securities be returned to it. 
 SECTION 311. Computation of Interest. Except as
otherwise specified as contemplated by Section 301 with respect to Securities of any series, interest, if any, on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 

  
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 SECTION 312. Currency and Manner of Payments in Respect of Securities.
(a) Unless otherwise specified with respect to any series of Securities pursuant to Section 301, with respect to Registered Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph (d) below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is payable. The provisions of this Section 312 may be modified or superseded with respect
to any Securities pursuant to Section 301. 
 (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities in any of the
Currencies which may be designated for such election by delivering to the Trustee a written election with signature guarantees and in the applicable form established pursuant to Section 301, not later than the close of business on the Election
Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and
no such change of election may be made with respect to payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered Security who shall not have
delivered any such election to the Trustee not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 312(a). The Trustee shall
notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities for which Holders have made such written election. 

(c) Unless otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided
for pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of any series, the Exchange Rate Agent
will deliver to the Company a written notice specifying, in the Currency in which Registered Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any) and interest, if any, on the Registered
Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered Securities of such series shall have elected to be paid in another Currency
as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified pursuant to
Section 301, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of 

  
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Registered Securities an Exchange Rate Officer’s Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable
Market Exchange Rate in effect on the third Business Day (the “Valuation Date”) immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error. 

(d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign
Currency occurring after the last date on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the Currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 301,
the Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar
Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below. 

(e) Unless otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall
have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) above.

 (f) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be
obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date. 
 (g) The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and subject to the provisions of paragraph (h) below shall be the sum of each amount obtained
by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment. 

(h) For purposes of this Section 312 the following terms shall have the following meanings: 

A “Component Currency” shall mean any Currency which, on the Conversion Date, was a component currency of the
relevant currency unit, including, but not limited to, the Euro. 

  
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 A “Specified Amount” of a Component Currency shall mean the number
of units of such Component Currency or fractions thereof which were represented in the relevant currency unit, including, but not limited to, the Euro, on the Conversion Date. If after the Conversion Date the official unit of any Component Currency
is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single
currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single
Currency, and such amount shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent value of the
Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit, including, but not limited to, the Euro, a Conversion Event (other than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency of
such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange
Rate in effect on the Conversion Date of such Component Currency. 
 “Election Date” shall mean the
date for any series of Registered Securities as specified pursuant to clause (13) of Section 301 by which the written election referred to in paragraph (b) above may be made. 

All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar
Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company, the Trustee and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee of any such decision or determination.

 In the event that the Company determines in good faith that a Conversion Event has occurred with respect to a Foreign
Currency, the Company will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the affected Holders) specifying
the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect to the Euro or any other currency unit in which Securities are denominated or payable, the Company will immediately give written notice
thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the affected Holders) specifying the Conversion Date


  
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and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee and the Exchange Rate Agent. The Trustee shall be fully justified and protected in relying and acting upon information received by
it from the Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company or the Exchange Rate Agent. 

SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent. (a) Unless otherwise specified pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at
the time and in the manner specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable payment Currency for the
payment of principal (and premium, if any) and interest, if any, pursuant to Section 312. 
 (b) No resignation of the
Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the
Company and the Trustee. 
 (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Exchange Rate Agent for any cause with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange
Rate Agents with respect to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise
specified pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated
and/or payable in the same Currency). 
 ARTICLE FOUR 
 SATISFACTION AND DISCHARGE 
 SECTION 401. Satisfaction and Discharge of
Indenture. This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of
Securities of such series expressly provided for herein or pursuant hereto, and any right to receive Additional Amounts, as contemplated by Section 1011) and the Trustee, at the 

  
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expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when 

(1) either 
 (A) all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and
which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106,
and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company, the Guarantor or the Subsidiary Guarantors, as
the case may be, and thereafter repaid to the Company, the Guarantor or the Subsidiary Guarantors, as the case may be, or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

 (B) all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining
thereto not theretofore delivered to the Trustee for cancellation 
 (i) have become due and payable, or

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

(iii) if redeemable at the option of the Company, 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, 
 and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the Currency
in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and
interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

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

  
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 (3) the Company has delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 606,
the obligations of the Trustee to any Authenticating Agent under Section 611 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003, the last sentence of Section 1011, and the penultimate paragraph of Section 1405 shall survive. 
 SECTION 402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company, the Guarantor or any Subsidiary Guarantor, as
applicable, acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law. Money so held in trust is subject to the Trustee’s rights under Section 606. 
 ARTICLE FIVE 
 REMEDIES 

SECTION 501. Events of Default. “Event of Default,” wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and whether it shall 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): 
 (1) default in the payment of any interest on any
Security of that series, or any related coupon, when such interest or coupon becomes due and payable, and continuance of such default for a period of 30 days; or 

(2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or

 (3) default in the deposit of any sinking fund payment, when and as due by the terms of the Securities of that
series and Article Twelve; or 
 (4) default in the performance, or breach, of any covenant or agreement of the
Company or the Guarantor in this Indenture which affects or is applicable to the Securities of that series (other than a default in the performance or breach of a covenant or agreement is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of other series of Securities), and 

  
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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 all 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

 (5) the Guarantee, if any, applicable to the Securities of that series ceases to be in full force and effect
or a Holdings’ Guarantee is declared null and void or the Guarantor denies that it has any further liability under its Guarantee to the Holders of Securities of that series, or has given notice to such effect (other than by reason of the
release of any such Guarantee in accordance with this Indenture), and such condition shall have continued for period of 30 days after written notice 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; or 
 (6) default in the payment of principal when
due or resulting in acceleration of other Indebtedness of the Company, or, if Guarantees are issued, the Guarantor, or any Significant Subsidiary for borrowed money where the aggregate principal amount with respect to which the default or
acceleration has occurred exceeds $100 million and such acceleration has not been rescinded or annulled or such Indebtedness repaid within a period of 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in principal amount of all Outstanding Securities; provided that if any such default is cured, waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to have occurred; or

 (7) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company or, if a Holdings’ Guarantee is issued, the Guarantor in an involuntary case or proceeding under Bankruptcy Law or (B) a decree or order adjudging the Company or, if a Holdings’ Guarantee is issued, the
Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or, if a Holdings’ Guarantee is issued, the Guarantor under any
applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or, if a Holdings’ Guarantee is issued, the Guarantor or of any substantial part of their
property, or ordering the winding up or liquidation of their affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 

(8) the commencement by the Company or, if Guarantees are issued, the Guarantor of a voluntary case or proceeding under
Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by them to the entry of a decree or order for relief in respect of the Company or, if Guarantees are issued, the Guarantor is an involuntary
case or proceeding under Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against them, or the filing by them of a petition or answer or consent seeking reorganization or relief under any applicable Federal or
State law, or the consent by them to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, 

  
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assignee, trustee, sequestrator or similar official of the Company or, if Guarantees are issued, the Guarantor or of any substantial part of their property, or the making by them of an assignment
for the benefit of creditors, or the admission by them in writing of their inability to pay their debts generally as they become due; or 
 (9) there occurs any other Event of Default provided pursuant to Section 301 or 901 with respect to Securities of that series. 

SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clause (1), (2), (3), (4),
(5), (6) or (9) of Section 501 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 the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) of
all of the Outstanding Securities of that series and any accrued and unpaid cash interest through the date of such declaration, 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 shall become immediately due and payable. 
 At any time after such a
declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) 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 (or of all series, as the case may be) by written notice to the Company, the Guarantor, if applicable, and the Trustee, may rescind and annul such
declaration and its consequences if: 
 (1) the Company has paid or deposited with the Trustee a sum sufficient
to pay in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)),

 (A) all overdue interest, if any, on all Outstanding Securities of that series (or of all series, as the case
may be) and any related coupons, 
 (B) all unpaid principal of (and premium, if any) any Outstanding Securities
of that series (or of all series, as the case may be) which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate or rates prescribed therefor in such Securities, 

(C) to the extent that payment of such interest is enforceable under applicable law, interest upon overdue interest to the
date of such payment or deposit at the rate or rates prescribed therefor in such Securities or, if no such rate or rates are so prescribed, at the rate borne by the Securities during the period of such default, and 

(D) 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 

  
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 (2) all Events of Default with respect to Securities of that series (or of
all series, as the case may be), other than the non-payment of the principal of (or premium, if any, on) Securities of that series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513. 
 If an Event of Default described in clause (7) or (8) occurs and is continuing,
then the principal amounts (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such position of the principal amount as may be specified in the terms of that series) of all the Securities and then
Outstanding, together with any accrued interest through the occurrence of such Event of Default, shall become and be due and payable immediately, without any declaration or other act by the Trustee or any other Holder. 

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that (1) in case default
shall be made in the payment of any installment of interest on any Security of any series and any related coupon, as and when the same shall become due and payable, and such default shall have continued for a period of 90 days, or (2) in case
default shall be made in the payment of the principal (or premium, if any, on) any Security of any series at its Maturity and such default shall have continued for a period of five Business Days then, upon demand of the Trustee, the Company will pay
to the Trustee (such demand and payment in the case of Bearer Securities to occur only outside of the United States, for the benefit of the Holders of Securities of such series and coupons, the whole amount that then shall have become due and
payable on such Securities and coupons of that series for principal and any premium or interest, or both, as the case may be, with interest upon the overdue principal and (to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate borne by or provided for in such Securities during the period of such default; and, in addition thereto, such further amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its negligence or bad faith. 

If an Event of Default with respect to Securities of any series (or of all series, as the case may be) 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 (or of all series, as the case may be) and any related coupons 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.

 SECTION 504. 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, the Guarantor or any Subsidiary Guarantor (if any related Guarantees are issued) or any other obligor upon the Securities of a
series or the property of the Company, the Guarantor or any Subsidiary Guarantor (if any related Guarantees are issued) or of such other obligor or their creditors, the Trustee, irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall 

  
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have made any demand on the Company or, if applicable, the Guarantor or any Subsidiary Guarantor for the payment of any overdue principal, premium, if any, or interest, shall be entitled and
empowered, by intervention in such proceeding or otherwise, 
 (1) to file and prove a claim for the whole amount
of principal (and premium, if any) (or if the case of Original Issue Discount Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of such series) and interest, if any, 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 
 (2) to collect and receive any
moneys or other property payable or deliverable on any such claims and to distribute the same (which distribution, in the case of Bearer Securities or coupons appertaining thereto, shall occur only outside the United States); 

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 606. 
 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 coupons 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 505. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities or coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and 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 and coupons
in respect of which such judgment has been recovered. 
 SECTION 506. Application of Money Collected. Any money collected
by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium and interest, upon presentation of the
Securities or coupons, or both, as the case may be (such presentation, in the case of Bearer Securities or coupons, to occur only outside the United States) and the notation thereon of the payment if only partially paid and upon surrender thereof if
fully paid: 

  
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 First: To the payment of all amounts due the Trustee under Section 606;

 Second: To the payment (such payment, in the case of Bearer Securities or coupons, to occur only outside the
United States) of the amounts then due and unpaid for principal of and any premium and interest on the Securities and coupons 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 and coupons for principal and any premium and interest, respectively; and 
 Third: To the payment of the remainder, if any, to the Company, or as a court of competent jurisdiction may direct in writing. 
 SECTION 507. Limitation on Suits. No Holder of any Security of any series or any related coupons 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: 
 (1)
such Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series in the case of any Event of Default described in clause (1), (2), (3), (4), (5) or (9) of
Section 501, or, in the case of any Event of Default described in clause (6), (7) or (8) of Section 501, the Holders of not less than 25% in principal amount of all Outstanding Securities, 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; 
 (3)
such Holder or Holders shall have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to
institute any such proceeding; and 
 (5) no direction inconsistent with such written request shall have been
given to the Trustee pursuant to Section 512 during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Securities of that series, in the case of any Event of Default described in clause (1), (2), (3),
(4), (5) or (9) of Section 501, or, in the case of any Event of Default described in clause (6), (7) or (8) of Section 501 by the Holders of a majority or more in principal amount of all Outstanding Securities;

 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 Holders of Securities of the same series, in the case of any Event of Default described in clause (1), (2), (3), (4), (5) or (9) of
Section 501, or of Holders of all Securities in the case of any Event of Default described in clause (6), (7) or (8) of Section 501, or to obtain or to seek to obtain priority or preference over any other of such Holders or to


  
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enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable and common benefit of all of such Holders of Securities of that same series in the case
of any Event of Default described in clause (1), (2), (3), (4), (5) or (9) of Section 501, or of Holders of all Securities in the case of any Event of Default described in clause (6), (7) or (8) of Section 501.

 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium 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 as provided herein and in such Security of the principal and any premium and interest on such Security or payment
of any related coupon on the respective Stated Maturity or Maturities expressed in such Security or coupon (or, in the case of redemption or repayment at the option of the Holder, on the Redemption Date or Repayment Date, as the case may be) 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 509. 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 Guarantor, the Subsidiary Guarantors, 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 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities and coupons 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 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be. 
 SECTION 512.
Control by Holders. With respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such 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 relating to or arising under clause (1), (2), (3), (4), (5) or (9) of Section 501 and, with respect to 

  
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all Securities; provided, however, the Holders of not less than a majority in principal amount of all Outstanding Securities 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, not relating to or arising under clause (1), (2), (3), (4), (5) or (9) of Section 501: 

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

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction,

 (3) such direction is not unduly prejudicial to the rights of Holders of Securities of such series not taking
part in such direction, and 
 (4) such direction would not involve the Trustee in personal liability, as the
Trustee, upon being advised by counsel, shall reasonably determine. 
 SECTION 513. Waiver of Past Defaults. Subject to
Section 502, the Holders of not less than a majority in principal amount of Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default described in clause (1), (2), (3), (4),
(5) or (9) of Section 501 (or, in the case of a default described in clause (6), (7) or (8) of Section 501, the Holders of not less than a majority in principal amount of all Outstanding Securities may waive any such
past default), hereunder with respect to such series and its consequences, except a default: 
 (1) in respect of
the payment of the principal of or any premium and interest on any Security or any related coupon, or 
 (2) in
respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 

Upon any such waiver, any 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, and the Company, the Trustee and Holders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. 
 SECTION 514. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the
Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any 

  
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Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Security, or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium if any, on) or interest on any Securities on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 

SECTION 515. Waiver of Stay or Extension Laws. Each of the Company and the Guarantor covenants (to the extent that each may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and each of the Company and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE SIX 
 THE TRUSTEE 

SECTION 601. Notice of Defaults. Within 90 days after the occurrence of any Default hereunder with respect to the Securities of
any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to a Responsible Officer of the Trustee, unless such Default shall have been cured or waived;
provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders of Securities of such series and any related coupons; and provided further that in the case of any default or breach of the character specified in Section 501(4)
with respect to Securities and coupons of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. 
 SECTION 602. Certain Duties, Responsibilities and Rights of Trustee. Subject to the provisions of TIA Sections 315(a) through 315(d): 

(1) except during the continuance of an Event of Default, 

 

	 	(a)	the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and 

  

	 	(b)	 in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or 



  
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opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; 


(2) if any Event of Default has occurred and is continuing with respect to the Securities of any series, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs;

 (3) the Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that: 
  

	 	(a)	this subparagraph (3) does not limit the effect of subparagraph (1) of this paragraph or the penultimate paragraph of this Section 602;


  

	 	(b)	the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and 

  

	 	(c)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of the affected 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; 

 (4) the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (5) any
request or direction of the Company, the Guarantor or any Subsidiary Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, Guarantor Request or Guarantor Order, or Subsidiary Guarantor Request or
Subsidiary Guarantor Order, as the case may be, and any resolution of the Board of Directors of the Company, the Guarantor or any Subsidiary Guarantor may be sufficiently evidenced by a Board Resolution; 

(6) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) 

  
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may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; 
 (7) the Trustee may consult with counsel and the written 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; 
 (8) 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 of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the
Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 

(9) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company or, if any Guarantees are
issued, the Guarantor, personally or by agent or attorney; 
 (10) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians, or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian, or
nominee appointed with due care by it hereunder; 
 (11) the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 (12) in the event that the Trustee is also acting as Paying Agent, Security Registrar or in any other capacity hereunder, the rights, privileges, protections, immunities and benefits afforded to the
Trustee pursuant to this Article Six, including, without limitation, its right to be indemnified, shall also be afforded to the Trustee in its capacity as such Paying Agent, Security Registrar or in such other capacity; 

(13) the Trustee shall not be deemed to know or be charged with knowledge of any Default or Event of Default with respect
to the Securities of any series for which it is acting as Trustee unless a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a Holder of such Securities and
such notice references this Indenture and such Securities; 
 (14) the Trustee shall not be required to give any
note, bond or surety in respect of the trusts and powers under this Indenture; 

  
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 (15) in no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and

 (16) in no event shall the Trustee be responsible or liable for any failure or delay in the performance of its
obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances. 
 The Trustee shall not
be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
 Whether or not
therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 602. 

SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities,
including any Guarantees endorsed thereon, except for the Trustee’s certificates of authentication, and in any coupons shall be taken as the statements of the Company, the Guarantor or the Subsidiary Guarantors, as the case may be, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 

SECTION 604. May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, the Guarantor, or any Subsidiary Guarantor or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal
with the Company, the Guarantor and any Subsidiary Guarantors with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

SECTION 605. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The 

  
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Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company or the Guarantor, as the case may be, for the investment
thereof. 
 SECTION 606. Compensation and Reimbursement. The Company agrees: 

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct;
and 
 (3) to indemnify the Trustee and any predecessor trustee and its and their officers, directors, employees,
and agents for, and to hold it or them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its or their part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the costs and expenses (including reasonable fees and expenses of counsel) of defending itself or themselves against any claim or liability in connection with the exercise or performance of any of its or their powers
or duties hereunder. 
 The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the
Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the
Trustee and the termination of this Indenture for any reason. As security for the performance of such obligations of the Company, the Trustee shall have a claim and lien prior to the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on particular Securities or any coupons. 
 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(7) or (8), the expenses (including reasonable charges and expense of its counsel)
of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. 

The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any
reason and the earlier resignation or removal of the Trustee. 
 SECTION 607. Corporate Trustee Required; Eligibility;
Conflicting Interests; Disqualification. There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least


  
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$50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, territorial or District of Columbia supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. If the Trustee shall have or acquire any conflicting
interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any series, shall not be deemed to have a conflicting interest
arising from its capacity as trustee in respect of the Securities of any other series. Nothing contained herein shall prevent the Trustee from filing the application provided for in the second to last sentence of Section 310(b) of the Trust
Indenture Act. 
 SECTION 608. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of
the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609 and any and all
amounts then due and owing to the Trustee hereunder have been paid in full. 
 (b) The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Company and, if applicable the Guarantor. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company and, if applicable the Guarantor. 
 (d) If at any time: 
 (1) the Trustee shall fail to comply with the
provisions of TIA Section 310(b) after written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or 

(2) the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor
by the Company, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or


  
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any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect to all Securities, or (ii) subject to TIA
Section 315(e), any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed
or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series to the Holders of Securities of such series in the manner provided for in Section 106. Each notice shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office. 
 SECTION 609. Acceptance of Appointment by
Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company, the Guarantor, the Subsidiary Guarantors, if
applicable, and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the Guarantor, any Subsidiary Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim and lien provided for in Section 606. 

  
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 (a) In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the Guarantor and the Subsidiary Guarantors, as applicable, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by
more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company, the Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject nevertheless to its claim and lien provided for in Section 606. Whenever there is a successor
Trustee with respect to one or more (but less than all) series of securities issued pursuant to this Indenture, the terms “Indenture” and “Securities” shall have the meanings specified in the provisos to the respective
definitions of those terms in Section 101 which contemplate such situation. 
 (b) Upon request of any such successor
Trustee, the Company and, if applicable, the Guarantor and any Subsidiary Guarantors, as applicable, shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
 (c) No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 
 SECTION 610. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any 

  
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Securities or coupons shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities or coupons. In case any of the Securities shall not have been authenticated
by such predecessor Trustee, any successor Trustee may authenticate and deliver such Securities or coupons either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the
full force and effect which this Indenture provides for the certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. 
 SECTION 611. Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner provided for in Section 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect specified in this Section. 
 Any corporation
into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent. 

  
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 An Authenticating Agent may resign at any time by giving written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall
give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section. 
 The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. 
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication in the following form: 
 Dated:
             
 This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture. 
  

			
	 U. S. Bank National Association,
 as Trustee

		
	By	 	  

		 	        as Authenticating Agent
		
	By	 	  

		 	        Authorized Officer
		 	


 ARTICLE SEVEN 
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR 
 SECTION 701.
Disclosure of Names and Addresses of Holders. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company, the Guarantor, the Subsidiary Guarantors, as applicable, and the Trustee that none of the
Company, the Guarantor, the Subsidiary Guarantors, as applicable, or the Trustee or any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the 

  
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names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section 312(b). 
 SECTION 702. Reports by
Trustee. Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit to the Holders of Securities, in the manner and to the
extent provided in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a). The Company will promptly notify the Trustee when any series of Securities are listed on any stock exchange and of any
delisting thereof. 
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange if any, upon which the Securities are listed, with the Company and the Guarantor. 
 SECTION 703.
Reports by Company. The Company and so long as any Securities in respect of which Guarantees are Outstanding, the Guarantor shall: 
 (1) file with the Trustee, within 15 days after the Company or the Guarantor, as the case may be, has filed the same with the Commission, 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 Commission may from time to time by rules and regulations prescribe) which the Company or the Guarantor, as the case may be, may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company or the Guarantor, as the case may be, is not required to file information, documents or reports pursuant to either of such Sections, then it
shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 

(2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to compliance by the Company or the Guarantor, as the case may be, with the conditions and covenants of this Indenture as may be required from time to time by such rules and
regulations; and 
 (3) transmit to all Holders, in the manner and to the extent provided in TIA
Section 313(c), within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company or the Guarantor, as the case may be, pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 
 Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive 

  
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notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates). 
 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 SECTION 801. Company and Guarantor May Consolidate, etc., Only on Certain Terms. The Company or the Guarantor may not consolidate with or merge into any other Person or convey, transfer or lease
their properties and assets substantially as an entirety to any Person, unless: 
 (1) The successor or
transferee Person, if other than the Company or the Guarantor, as the case may be) formed by such consolidation or into which the Company is merged is a corporation organized and existing under the laws of the United States, any state thereof or the
District of Columbia and expressly assumes by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on each
series of Outstanding Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed by the Company or the Guarantor, as the case may be; 

(2) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of
time or both, would become an Event of Default shall have occurred and be continuing; and 
 (3) the Company or
the Guarantor, as the case may be, has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 

SECTION 802. Successor Person Substituted. Upon any consolidation by the Company or the Guarantor with or merger by the Company or
the Guarantor, as the case may be, with or into any other corporation or any conveyance, transfer or lease of the properties and assets of the Company or the Guarantor, as the case may be, substantially as an entirety to any Person in accordance
with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of,
and be subject to every obligation of, the Company or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or the Guarantor, as the case may be, herein, and in the
event of any such conveyance or transfer, the Company or the Guarantor, as the case may be (which terms shall for this purpose mean the Person named as the “Company” or the “Guarantor”, as the case may be, in the first paragraph
of this Indenture or any successor Person which shall theretofore become such in the manner described in Section 801), 

  
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except in the case of a lease, shall be discharged of all obligations and covenants under this Indenture and the Securities and any coupons appertaining thereto, or the Guarantees, as the case
may be, and may be dissolved and liquidated. 
 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 
 SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and if applicable, the Guarantor and any Subsidiary Guarantors, when authorized by
or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1) to evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor
of the covenants of the Company or the Guarantor, as the case may be contained herein and in the Securities and the Guarantees in accordance with Article Eight; or 

(2) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of
Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company or the Guarantor; or 
 (3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities and any related coupons (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the
benefit of such series); or 
 (4) to add to or change any of the provisions of this Indenture to provide that
Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely
affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or 
 (5) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 

(6) to secure the Securities pursuant to the requirements of Section 1009 or otherwise; or 

  
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 (7) to establish the form or terms of Securities of any series and any
related coupons as permitted by Sections 201 and 301, including the form or terms of any Subsidiary Guarantor’s Guarantee of the Securities and/or the provisions and procedures relating to Securities convertible into or exchangeable for any
securities of any Person (including the Company or Guarantor); or 
 (8) to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 609(b); or 
 (9) to
cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action
shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; 
 (10) to add any guarantors with respect to the Securities of any series; or 
 (11) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401,
1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect. 

SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, and, if applicable, the Guarantor and any Subsidiary Guarantor when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby, 
 (1) change the Stated Maturity of the
principal of (or premium, if any) or any installment of principal of or interest on any Security of such series; or the terms of any sinking fund with respect to any Security; or reduce the principal amount thereof (or premium, if any) or the rate
of interest, if any, thereon, or any premium payable upon the redemption thereof, or repayment thereof, or repayment thereof at the option of the Holder, or change any obligation of the Company to pay Additional Amounts contemplated by
Section 1011 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security of such series that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or upon the redemption thereof, or the 

  
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amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of
Payment where, or the Currency in which, any Security of such series or any premium or interest thereon is payable; or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the
case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or modify the provisions of this Indenture with respect to the mandatory redemption of Securities or repayment of
the securities at the option of the Holder in a manner adverse to any Holder of any Securities or any coupons appertaining thereto, adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301
herein, or 
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences
provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting with respect to Securities of such series, or 
 (3) modify any of the provisions of this Section or Section 513, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or 
 (4)
reduce the terms and conditions of any obligations of the Guarantor in respect of the due and punctual payment of the principal of and premium, if any, and interest, if any, on any Security of such series. 

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 SECTION 903. Execution of
Supplemental Indentures. 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 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 may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby. 

  
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 SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 SECTION
906. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article shall if required by the Company, bear a notation as to
any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee, the Company and, if applicable, the Guarantor, to any such supplemental
indenture may be prepared and executed by the Company having, if applicable, Guarantees endorsed thereon and executed by the Guarantor and the Subsidiary Guarantors, if applicable, and authenticated and delivered (which delivery, in the case of
Bearer Securities, shall occur only outside the United States) by the Trustee in exchange for Outstanding Securities of such series. 
 SECTION 907. Notice of Supplemental Indentures. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture. 

SECTION 908. Effect on Senior Indebtedness. No supplemental indenture shall adversely affect the rights of any holder of Senior
Indebtedness without the consent of such holder. 
 ARTICLE TEN 

COVENANTS 

SECTION 1001. Payment of Principal, Premium, if Any, and Interest. The Company covenants and agrees for the benefit of the Holders
of each series of Securities and any related coupons that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities, any coupons appertaining thereto
and this Indenture. Unless specified as contemplated by Section 301 with respect to any series of Securities, any interest installments due on Bearer Securities on or before Maturity shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they severally mature. 
 SECTION 1002.
Maintenance of Office or Agency. If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or agency where the Securities may be
presented or surrendered for payment, where the Securities may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office 

  
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or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee
except that Bearer Securities of any series and related coupons may be presented and surrendered for payment only outside the United States, at the offices specified in the Security, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of
Payment for each series of Securities the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive
all such presentations, surrenders, notices and demands. 
 Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall be
made at the office of the Company’s Paying Agent in The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States
maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. 
 The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from
time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set
forth above 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 location of any such other office or agency. Unless otherwise
specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Trustee in the Borough
of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such respective presentations, surrenders, notices and demands. 

Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series
(i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such
series of Securities, or as so required, at least one Exchange Rate Agent. 
 SECTION 1003. Money for Securities Payments to
Be Held in Trust. If the Company, the Guarantor or any Subsidiary Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities and any related coupons, it will, on or before each due date of the principal of
or any premium and interest on any of the Securities of that series, 

  
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segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal and any premium and interest on Securities of such series so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities and any related coupons, it will, prior to each due date of the principal of or any premium and interest on any
Securities, deposit with a Paying Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay such amount so becoming due, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 
 The Company will cause each Paying
Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will
(i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities) in the making of any payment in respect
of the Securities, and upon written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities. 
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such sums. 
 Except as provided in the
Securities of any series, and subject to any applicable abandoned Property laws, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any
Security of any series, or any coupon appertaining thereto, and remaining unclaimed for two years after such principal, premium and interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company
or the Guarantor) shall be discharged from such trust; and the Holder of such Security or coupon shall thereafter, as an unsecured general creditor, look only to the Company and, if applicable, the Guarantor for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company or the Guarantor as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

  
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 SECTION 1004. Statement by Officers as to Default. (a) The Company and the
Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, one of the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company or the Guarantor, as the case may be, stating whether or not to the best knowledge of the signers thereof the Company or the Guarantor, as the case may be is in default in the
performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company or the Guarantor shall be in default, specifying all
such defaults and the nature and status thereof of which they may have knowledge. 
 (b) The Company and the Guarantor shall, so
long as any of Securities of any series are Outstanding, deliver to the Trustee, forthwith, but in no event later than 30 Business Days, upon any Officer becoming aware of any event which after notice or lapse of time would become a Default or Event
of Default under clauses (4) or (6) of Section 501, a notice specifying such Default or Event of Default and what action the Company or the Guarantor, as the case may be is taking or proposes to take with respect thereto. 

SECTION 1005. Existence. Subject to Article Eight, the Company and, so long as any Securities in respect of which Guarantees have
been issued are Outstanding, the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that neither the Company nor
the Guarantor shall be required to preserve any such right or franchise if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company or the Guarantor, as the case may
be, and that the loss thereof is not disadvantageous in any material respect to the Holders. 
 SECTION 1006. Limitation on
Liens. Unless otherwise indicated with respect to the Securities, the Company and Holdings each agree that it will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any indebtedness for money
borrowed (“Debt”), secured by a Mortgage upon any Operating Property, or upon shares of capital stock or Debt issued by any Restricted Subsidiary and owned by the Company or Holdings or any Restricted Subsidiary, whether owned at the date
of this Indenture or hereafter acquired, without effectively providing concurrently that the Outstanding Securities under this Indenture are secured equally and ratably with or, at the option of the Company, prior to such Debt so long as such Debt
shall be so secured. Unless, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Debt which is concurrently being retired, the aggregate amount of all such Debt
secured by Mortgages which would otherwise be subject to such restrictions (other than any Debt secured by Mortgages permitted in clauses (1) through (7) of this Section 1006) plus all Attributable Debt of the Company, Holdings, and
the Restricted Subsidiaries in respect of Sale and Leaseback Transactions with respect to Operating Properties (with the exception of such Sale and Leaseback Transactions permitted under clauses (1) through (4) of Section 1007) does
not exceed 10% of Consolidated Net Tangible Assets; provided, however, that this Section shall not apply to, and there shall be excluded from Debt in any computation under this Section, Debt secured by: 

  
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 (1) Mortgages on property existing at the time of the acquisition thereof;

 (2) Mortgages on property of a corporation existing at the time such corporation is merged into or
consolidated with the Company, Holdings or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to the Company,
Holdings or a Restricted Subsidiary, provided that any such Mortgage does not extend to any property owned by the Company, Holdings or any Restricted Subsidiary immediately prior to such merger, consolidation, sale, lease or disposition;

 (3) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted
Subsidiary; 
 (4) Mortgages in favor of the Company, Holdings or a Restricted Subsidiary; 

(5) Mortgages to secure all or part of the cost of acquisition, construction, development or improvement of the underlying
property, or to secure Debt incurred to provide funds for any such purpose, provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained no later than 360 days after the later of
(a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property; 
 (6) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other
payments; and 
 (7) Mortgages existing on the date of this Indenture or any extension, renewal, replacement or
refunding of any Debt secured by a Mortgage existing on the date of this Indenture or referred to in clauses (1) to (3) or (5) of this Section 1006, provided that any such extension, renewal, replacement or refunding of
such Debt shall be created within 360 days of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and any such extension, renewal, replacement or refunding of such Debt shall be created within 360 days
of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and the principal amount of Debt secured thereby and not otherwise authorized by clauses (1) to (3) or (5) shall not exceed the
principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding. 

SECTION 1007. Limitation on Sale and Leaseback Transactions. Unless otherwise indicated with respect to any series of Securities,
the Company and Holdings each agree as to the Securities, that it will not, and it will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Operating Property unless: 

(1) the Sale and Leaseback Transaction is solely with the Company, Holdings or another Restricted Subsidiary; 

  
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 (2) the lease is for a period not in excess of twenty-four months, including
renewals; 
 (3) the Company, Holdings or such Restricted Subsidiary would (at the time of entering into such
arrangement) be entitled as described in clauses (1) through (7) of Section 1006, without equally and ratably securing the Securities then outstanding under this Indenture, to create, incur, issue, assume or guarantee Debt secured by
a Mortgage on such Operating Property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction; 
 (4) the Company, Holdings or such Restricted Subsidiary within 360 days after the sale of such Operating Property in connection with such Sale and Leaseback Transaction is completed, applies an amount
equal to the greater of (A) the net proceeds of the sale of such Operating Property or (B) the fair market value of such Operating Property to (i) the retirement of Securities, other Funded Debt of the Company or Holdings ranking on a
parity with the Securities or Funded Debt of a Restricted Subsidiary or (ii) the purchase of Operating Property; or 
 (5) the Attributable Debt of the Company, Holdings and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the
date of this Indenture (other than any such Sale and Leaseback Transactions as would be permitted as described in clauses (1) through (4) of this Section 1007), plus the aggregate principal amount of Debt secured by Mortgages on
Operating Properties then Outstanding (not including any such Debt secured by Mortgages described in clauses (1) through (7) of Section 1006) which do not equally and ratably secure such Outstanding Security (or secure such
Outstanding Security on a basis that is prior to other Debt secured thereby), would not exceed 10% of Consolidated Net Tangible Assets. 
 SECTION 1008. SEC and Other Reports. The Guarantor shall deliver to the Trustee, within 15 days after it files such annual and quarterly reports, information, documents and other reports with the
SEC, copies of its annual report 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 Guarantor is required to file with the SEC pursuant
to Section 13 or 15 (d) of the Exchange Act. The Guarantor also shall comply with the provisions of TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of the same shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officer’s Certificate). 
 SECTION 1009. Further Instruments and
Acts. Upon request of the Trustee or as otherwise necessary, the Company will execute and deliver such further instruments and do such further acts or as otherwise necessary may be reasonably necessary or proper to carry out more effectively the
purposes of this Indenture. 

  
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 SECTION 1010. Calculation of Original Issue Discount. Upon request of
the Trustee, the Company shall file with the Trustee promptly at the end of each calendar year a written notice specifying the amount of original issue discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities
as of the end of such year. 
 SECTION 1011. Additional Amounts. If any Securities of a series provide for the payment of
additional amounts to any Holder who is not a United States person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder of any Security of such series or any coupon
appertaining thereto such Additional Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal (or premium, if any) or interest, if any, on, or in
respect of, any Security of a series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of a series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for
by the terms of such series established pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 
 Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment
of principal (or premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal, premium or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are not United States persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such
Paying Agent shall be entitled to (i) assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest, if any, on any Securities of a series or related coupons until it shall
have received a certificate advising otherwise and (ii) to make all payments of principal of (and premium, if any) and interest, if any, on the Securities of a series or related coupons without withholding or deductions until otherwise advised.
The Company covenants to indemnify the Trustee, any Paying Agent, and their respective officers, directors, employees, and agents for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section. 

  
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This sentence shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee. 
 SECTION 1012. Waiver of Certain Covenants. The Company or the Guarantor, if applicable, may, with respect to any series of Securities, omit in any particular instance to comply with any term,
provision or condition which affects such series set forth in Sections 1005, 1006 and 1012, inclusive, or, as specified pursuant to Section 301(15) for Securities of such series, in any covenants of the Company added to Article Ten pursuant to
Section 301(14) or Section 301(15) in connection with Securities of such series, if the Holders of at least a majority in principal amount of all Outstanding Securities affected by such term, provision or condition, by Act of such Holders,
waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee to Holders of Securities of such series in respect of any such term, provision or condition shall remain in full force and effect. 

ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 
 SECTION 1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 

SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant
to Section 1103. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officer’s Certificate evidencing compliance with such restriction. 
 SECTION 1103. Selection by Trustee of Securities
to Be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Securities of such series, subject to the rules
and procedures of the Depositary in the case of global notes; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for
Securities of such series established pursuant to Section 301. 

  
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 The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. 
 SECTION 1104. Notice of Redemption. Except as otherwise specified as contemplated by Section 301 for Securities of any series, notice of redemption shall be given in the manner provided for in
Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. 
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, all notices of redemption shall state: 

(1) the Redemption Date, 
 (2) the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given, 

(3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular Securities to be redeemed, 
 (4) in case any
Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the holder will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed, 
 (5) that on the Redemption
Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest
thereon will cease to accrue on and after said date, 
 (6) the Place or Places of Payment (which in the case of
Bearer Securities shall be outside the United States) where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the
Redemption Price and accrued interest, if any, 
 (7) that the redemption is for a sinking fund, if such is the
case, 
 (8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any,
surrendered for redemption must be accompanied by all coupons maturing subsequent to the Redemption Date or the amount of any such missing coupon or 

  
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coupons will be deducted from the Redemption Price unless security or indemnity satisfactory to the Company, the Guarantor, if applicable, the Trustee and any Paying Agent is furnished,

 (9) if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not
to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on such Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such
exchanges may be made, 
 (10) the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities;
provided, however, that such notice may state that no representation is made as to the correctness of CUSIP, ISIN or other similar numbers, in which case none of the Company, the Trustee or any agent of the Company or the Trustee shall have any
liability in respect of the use of any CUSIP, ISIN or other similar number or numbers on such notices, and the redemption of such Securities shall not be affected by any defect in or omission of such numbers, and 

(11) such other matters as the Company shall deem desirable or appropriate. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company. 
 SECTION 1105. Deposit of Redemption Price. On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and
hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any, on, all the Securities
or portions thereof which are to be redeemed on that date. 
 SECTION 1106. Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the Redemption Date), and from and after
such date (unless the Company and, if applicable, the Guarantor and the Subsidiary Guarantors, as applicable, shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall, if the same were
interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance
with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, 

  
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together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 
 If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption
Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons. 
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate
of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security. 
 SECTION
1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company, the Guarantor or
the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Guarantor and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered, with, if applicable, Guarantees endorsed thereon duly executed by the Guarantor and the Subsidiary Guarantors,
if applicable. 
 ARTICLE TWELVE 
 SINKING FUNDS 
 SECTION 1201. Applicability of Article. Retirements of
Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities 

  
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and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of
Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by
the terms of Securities of such series. 
 SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. Subject
to Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustee Outstanding Securities of a series (other
than any previously called for redemption) theretofore purchased or otherwise acquired by the Company, together, in the case of any Bearer Securities of such series, with all unmatured coupons appertaining thereto, and/or (2) receive credit for
the principal amount of Securities of such series which have been previously delivered to the Trustee by the Company or for Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of the
same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 

SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to Section 1202 (which Securities will, if not previously delivered, accompany such certificate)
and whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment
or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date
for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 1202
and without the right to make any optional sinking fund payment, if any, with respect to such series. 

  
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 Not more than 60 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
 Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) in cash a sum equal to the principal (and premium, if any) and any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this
Section 1203. 
 Notwithstanding the foregoing, with respect to a sinking fund for any series of Securities, if at any time
the amount of cash to be paid into such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not exceed in the aggregate $100,000, the
Trustee, unless requested by the Company, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys deposited in such sinking fund shall be
added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at the request of the Company, shall be applied at any time or from time to time to the purchase of Securities of such series,
by public or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued interest and brokerage commissions, for which the Trustee or any Paying Agent will be reimbursed by the Company) not in excess
of the principal amount thereof. 
 ARTICLE THIRTEEN 
 REPAYMENT AT OPTION OF HOLDERS 
 SECTION 1301. Applicability of Article.
Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities
of any series) in accordance with this Article. 
 SECTION 1302. Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company, the Guarantor or any Subsidiary Guarantor is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment Price of, and (except if the Repayment Date shall be an Interest Payment Date) 

  
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accrued interest, if any, on, all the Securities or portions thereof, as the case may be, to be repaid on such date. 
 SECTION 1303. Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of
such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire Repayment Price of such Security is to be repaid in accordance with the terms of such Security, the portion of the Repayment Price of
such Security to be repaid, in increments of the minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of such Security surrendered that is
not to be repaid, must be specified. Any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the Company. 
 SECTION 1304. When Securities Presented
for Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such
Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company
and, if applicable, the Guarantor and any Subsidiary Guarantor shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto
maturing after the Repayment Date, the Repayment Price of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, however, that coupons whose Stated Maturity is on or prior
to the Repayment Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 
 If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after


  
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deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may
be waived by the Company, the Guarantor, if applicable, and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons. 
 If the principal amount of any Security surrendered
for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such Security. 
 SECTION 1305. Securities Repaid
in Part. Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, and of like tenor, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid with, if applicable, Guarantees endorsed thereon duly executed by the Guarantor and the Subsidiary Guarantors, as applicable. 
 ARTICLE FOURTEEN 
 DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance. Except as otherwise specified as contemplated by
Section 301 for Securities of any series, the provisions of this Article Fourteen shall apply to each series of Securities, and the Company may, at its option, effect defeasance of the Securities of or within a series under Section 1402,
or covenant defeasance of or within a series under Section 1403 in accordance with the terms of such Securities and in accordance with this Article. 
 SECTION 1402. Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such Outstanding Securities and any related coupons on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose,
such defeasance means that the Company, the Guarantor and any Subsidiary Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any related coupons, which shall thereafter be
deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have 

  
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satisfied all its other obligations under such Securities and any related coupons and this Indenture insofar as such Securities and any related coupons are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities and any
related coupons to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities and any related
coupons when such payments are due, (B) the Company’s obligations and, to the extent applicable, the Guarantor’s and any Subsidiary Guarantor’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and
1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1011 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder including, without limitation, Section 606 and the penultimate paragraph of Section 1405 and (D) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option under this
Section 1402 notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities and any related coupons. 
 SECTION 1403. Covenant Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be
released from its obligations under Sections 801 and 802 and Sections 1005, 1006 and 1012, and, if specified pursuant to Section 301, its obligations under any other covenant, with respect to such Outstanding Securities and any related coupons
on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any related coupons shall thereafter be deemed not to be “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any related coupons, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(4) or Section 501(9) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any related coupons shall be
unaffected thereby. 
 SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall be the
conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any related coupons: 
 (1) The Company, the Guarantor or any Subsidiary Guarantor, if applicable, shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of
Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 and any related coupons, (A) an amount (in such Currency in which such Securities and any related coupons are then 

  
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specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities (determined on the basis of the Currency in which such Securities are then specified as
payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of and premium, if any,
and interest, if any, under such Securities and any related coupons, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized
investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if
any) and interest, if any, on such Outstanding Securities and any related coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of interest, if any, and (ii) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any related
coupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, the
Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and
Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. 
 (2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (7) and
(8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 

(3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under,
any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. 

(4) In the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) 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 such Outstanding Securities and any related coupons will not recognize income, gain or loss for federal income tax purposes as a result of
the deposit and such 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 the deposit and such defeasance had not occurred. 

  
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 (5) In the case of an election under Section 1403, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for federal income tax purposes as a result of such covenant 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 the deposit and such covenant defeasance had not occurred. 

(6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. 
 (7) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under
Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. 
 SECTION
1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be
provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect
of such Outstanding Securities and any related coupons shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any related coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any related coupons of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. 
 Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has been made, (a) the Holder of a Security in respect of
which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 1404(1) has been made in respect
of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section 1404(1) has been made, the indebtedness represented by
such Security and any related coupons shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such Security as they become due out of the
proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as
feasible) at the time of the Conversion Event. 

  
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 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or Government Obligations deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
of such Outstanding Securities and any related coupons. The foregoing sentence shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee. 

Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public accountants or a nationally
recognized investment bank expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article. 
 SECTION 1406. Reinstatement. If the Trustee or any Paying Agent is unable
to apply any money in accordance with Section 1405 with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and such Securities and any related coupons shall be revived and reinstated as though no deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section 1405; provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest, if any, on any such Security or any related coupon
following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities and any related coupons to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE FIFTEEN 

MEETINGS OF HOLDERS OF SECURITIES 
 SECTION 1501. Purposes for Which Meetings May Be Called. If Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and
from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series.

 SECTION 1502. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place in The City of New York or in London as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 106, not less than 21 nor more than 180 days prior to the date
fixed for the meeting. 

  
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 (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in The City of New York or in London for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section. 
 SECTION 1503.
Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder of Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any
series shall be the Person entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 

SECTION 1504. Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that, if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by
the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such
notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal
amount of the Outstanding Securities of such series which shall constitute a quorum. 
 Except as limited by the proviso to
Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action
which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in 

  
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principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of not less than such specified percentage in principal amount of the Outstanding Securities of such series. 
 Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and
the related coupons, whether or not present or represented at the meeting. 
 Notwithstanding the foregoing provisions of this
Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: 

(a) there shall be no minimum quorum requirement for such meeting; and 

(b) the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this
Indenture. 
 SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Notwithstanding
any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as its shall
deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide
that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
 (b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in
Section 1502(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting
shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 

  
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 (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount of Outstanding Securities of such series held or represented by him (determined as specified in the definition of “Outstanding” in Section 101); provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy. 
 (d) Any meeting of Holders of Securities of any series duly called pursuant to
Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so
adjourned without further notice. 
 SECTION 1506. Counting Votes and Recording Action of Meetings. The vote upon any
resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal
amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of
any series shall be prepared by the Secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated. 
 ARTICLE SIXTEEN 

GUARANTEE BY THE GUARANTOR 
 SECTION 1601. Guarantee. If Securities of or within a series are specified, as contemplated by Section 301, to be guaranteed by the Guarantor, then the Guarantor hereby fully and
unconditionally guarantees to each Holder of any such Security which is authenticated and delivered by the Trustee and to each Holder of any coupon appertaining to any such Security, if any, and to the Trustee for itself and on behalf of each such
Holder, the due and punctual payment of the principal of (and premium, if any, on) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any additional
interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any, provided for
with respect to any such Security, when and as the same shall become due and payable, whether at Maturity, 

  
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upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of this Indenture, including, without limitation, the
payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 1011 hereof (the “Guarantor Obligations”). In case of the failure of the Company or any successor thereto punctually
to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon redemption, upon
declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company. 
 The Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of
the Company, the validity, regularity or enforceability of any such Security or coupon appertaining thereto or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any such Security or coupon
appertaining thereto with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of
a Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice
and all demands whatsoever and covenants that its Guarantees will not be discharged except by complete performance of its obligations contained in any such Security or coupon appertaining thereto and in this Guarantee. 

The Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any such Security
or any coupon appertaining thereto, whether at its Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of any such Security or coupon appertaining thereto, subject to
the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of
Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of any such Security or coupon appertaining thereto, to collect interest on any such Security or coupon
appertaining thereto, or to enforce or exercise any other right or remedy with respect to any such Security or coupon appertaining thereto, the Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. 
 If any Holder or the Trustee is required by any court or otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either
the Company or the Guarantor, any amount paid in respect of a Security or any coupons appertaining thereto by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect. 
 The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or
against the Company for liquidation, reorganization, should the 

  
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Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall,
to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any such Security or coupon appertaining thereto are, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee on any such Security or coupon appertaining thereto, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, any such Security or coupon appertaining thereto shall, to the fullest extent permitted by law, be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 SECTION 1602. Severability. In
case any provision of the Guarantee 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 1603. Priority of Guarantee. Unless otherwise specified pursuant to Section 301 with respect to any series of
Securities, and except as provided in the next following sentence, this Guarantee shall be unsecured and unsubordinated obligations of the Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of
the Company and the Guarantor, respectively. With respect to any series of Securities that is designated as subordinated pursuant to Section 301 and except as otherwise provided in a supplemental indenture or pursuant to Section 301, the
Guarantee Obligations of the Guarantor hereunder shall be junior and subordinated to any guarantee of any Senior Indebtedness on the same basis as such Securities are junior and subordinated to any Senior Indebtedness. For the purposes of the
foregoing sentence, the Trustee and the Holders of such subordinated Securities shall have the right to receive and/or retain payments by the Guarantor only at such times as they may receive and/or retain payments in respect of such Securities
pursuant to this Indenture. 
 SECTION 1604. Limitation of Guarantor’s Liability. The Guarantor and by its
acceptance hereof each Holder confirms that it is the intention of all such parties that the Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and the Guarantor hereby irrevocably agree that the
obligations of the Guarantor under the Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of the Guarantor result in the obligations of the Guarantor under the Guarantee
constituting such fraudulent transfer or conveyance. 
 SECTION 1605. Subrogation. The Guarantor shall be subrogated to
all rights of Holders of the Securities of a series (and of any coupons appertaining thereto) against the Company in respect of any amounts paid by the Guarantor on account of such Securities or any coupons appertaining thereto or this Indenture;
provided, however, that, if an Event of Default has occurred and is continuing, the Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by
the Company under this Indenture or the Securities shall have been paid in full. 

  
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 SECTION 1606. Reinstatement. The Guarantor hereby agrees that the Guarantee provided
for in Section 1601 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Company
upon the bankruptcy or insolvency of the Company or the Guarantor. 
 SECTION 1607. Release of the Guarantor.
Concurrently with the discharge of the Securities under Section 1101, the Legal Defeasance of the Securities under Section 802 or the Covenant Defeasance of the Securities under Section 803, the Guarantor shall be released from all
their obligations under its Guarantee under this Indenture. 
 So long as no Default exists or upon the occurrence of the
following events, with notice or lapse of time or both, would exist, the Guarantee and any Liens securing the Guarantee shall be automatically and unconditionally released and discharged upon: any sale, exchange, transfer to any Person that is not
an Affiliate of the Company of all of the Company’s Capital Stock in the Guarantor, which transaction is otherwise in compliance with this Indenture. 
 SECTION 1608. Benefits Acknowledged. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its
guarantee and waivers pursuant to the Guarantee are knowingly made in contemplation of such benefits. 
 ARTICLE SEVENTEEN

 GUARANTEE BY THE SUBSIDIARY GUARANTORS 
 SECTION 1701. Guarantee. If Securities of or within a series are specified, as contemplated by Section 301, to be guaranteed by any Subsidiary Guarantor, then such Subsidiary Guarantor hereby
fully and unconditionally guarantees to each Holder of any such Security which is authenticated and delivered by the Trustee and to each Holder of any coupon appertaining to any such Security, if any, and to the Trustee for itself and on behalf of
each such Holder, the due and punctual payment of the principal of (and premium, if any, on) and interest (including, in case of default, interest on principal and, to the extent permitted by applicable law, on overdue interest and including any
additional interest required to be paid according to the terms of any such Security or any coupon appertaining thereto), if any, on each such Security, and the due and punctual payment of any sinking fund payment (or analogous obligation), if any,
provided for with respect to any such Security, when and as the same shall become due and payable, whether at Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms
thereof and of this Indenture, including, without limitation, the payment of any Additional Amounts, if any, provided for with respect to any such Security as described under Section 1011 hereof (the “Subsidiary Guarantor
Obligations”). In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium, interest or sinking fund payment, each Subsidiary Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company.


  
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 Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantor Obligations hereunder
shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or enforceability of any such Security or coupon appertaining thereto or
this Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of any such Security or coupon appertaining thereto with respect to any provisions thereof, the recovery of any judgment against the Company or any
action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantees will not be discharged except by complete
performance of its obligations contained in any such Security or coupon appertaining thereto and in this Guarantee. 
 Each
Subsidiary Guarantor hereby agrees that, in the event of a default in payment of principal or premium, if any, or interest on any such Security or any coupon appertaining thereto, whether at its Maturity, by acceleration, purchase or otherwise,
legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of any such Security or coupon appertaining thereto, subject to the terms and conditions set forth in this Indenture, directly against such Subsidiary Guarantor to
enforce the Guarantee without first proceeding against the Company. Each Subsidiary Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law
from exercising their respective rights to accelerate the Maturity of any such Security or coupon appertaining thereto, to collect interest on any such Security or coupon appertaining thereto, or to enforce or exercise any other right or remedy with
respect to any such Security or coupon appertaining thereto, such Subsidiary Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and
remedies been permitted to be exercised by the Trustee or any of the Holders. 
 If any Holder or the Trustee is required by any
court or otherwise to return to the Company or any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Subsidiary Guarantor, any amount paid in respect of a Security
or any coupons appertaining thereto by any of them to the Trustee or such Holder, the Guarantee of such Subsidiary Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. 

The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company
for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the
fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of any such Security or coupon appertaining thereto are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on any such Security or coupon appertaining thereto, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof is rescinded, 

  
 101









 
reduced, restored or returned, any such Security or coupon appertaining thereto shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned. 
 SECTION 1702. Severability. In case any provision of the Guarantee 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 1703. Priority of Guarantee. Unless otherwise specified pursuant to Section 301 with respect to any series of Securities, and except as provided in the next following sentence, this
Guarantee shall be unsecured and unsubordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future unsubordinated and unsecured indebtedness of the Company and such Subsidiary Guarantor, respectively.
With respect to any series of Securities that is designated as subordinated pursuant to Section 301 and except as otherwise provided in a supplemental indenture or pursuant to Section 301, the Subsidiary Guarantee Obligations of each
Subsidiary Guarantor hereunder shall be junior and subordinated to any guarantee of any Senior Indebtedness on the same basis as such Securities are junior and subordinated to any Senior Indebtedness. For the purposes of the foregoing sentence, the
Trustee and the Holders of such subordinated Securities shall have the right to receive and/or retain payments by each Subsidiary Guarantor only at such times as they may receive and/or retain payments in respect of such Securities pursuant to this
Indenture. 
 SECTION 1704. Limitation of Subsidiary Guarantor’s Liability. Each Subsidiary Guarantor and by its
acceptance hereof each Holder confirms that it is the intention of all such parties that the Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor hereby irrevocably agree
that the obligations of any Subsidiary Guarantor under the Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor result in the obligations of
such Subsidiary Guarantor under the Guarantee constituting such fraudulent transfer or conveyance. 
 SECTION 1705.
Subrogation. Each Subsidiary Guarantor shall be subrogated to all rights of Holders of the Securities of a series (and of any coupons appertaining thereto) against the Company in respect of any amounts paid by such Subsidiary Guarantor on
account of such Securities or any coupons appertaining thereto or this Indenture; provided, however, that, if an Event of Default has occurred and is continuing, such Subsidiary Guarantor shall not be entitled to enforce or receive any payments
arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Securities shall have been paid in full. 

SECTION 1706. Reinstatement. Each Subsidiary Guarantor hereby agrees that the Guarantee provided for in Section 1701 shall
continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is 

  
 102









 
rescinded or must otherwise be restored by a Holder to the Company upon the bankruptcy or insolvency of the Company or such Subsidiary Guarantor. 

SECTION 1707. Release of the Subsidiary Guarantors. Concurrently with the discharge of the Securities under Section 1101, the
Legal Defeasance of the Securities under Section 802 or the Covenant Defeasance of the Securities under Section 803, each Subsidiary Guarantor shall be released from all its obligations under its Guarantee under this Indenture. 

So long as no Default exists or upon the occurrence of the following events, with notice or lapse of time or both, would exist, the
Guarantee of any Subsidiary Guarantor and any Liens securing such Guarantee shall be automatically and unconditionally released and discharged upon: (a) any sale, exchange or transfer (by merger or otherwise) of all of the Capital Stock of such
Guarantor, or the sale or disposition of all the assets of such Subsidiary Guarantor, which transaction is otherwise in compliance with this Indenture or (b) the election of the Company to effect such a release following the first day upon
which the Securities have ratings equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor’s Ratings Group, Inc. (each, an “Investment Grade
Rating”), in each case, with a stable or better outlook; provided that a change in outlook shall not by itself constitute a loss of an Investment Grade Rating. 
 SECTION 1708. Benefits Acknowledged. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that
its guarantee and waivers pursuant to the Guarantee are knowingly made in contemplation of such benefits. 
 This Indenture may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. 

  
 103









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

					
	 AMERICAN AXLE & MANUFACTURING, INC.

		
	By:	 	 /s/ Shannon J. Curry

		 	Name:	 	Shannon J. Curry 
		 	Title:	 	Treasurer 
	
	 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
 as Guarantor

		
	By:	 	 /s/ Shannon J. Curry

		 	Name:	 	Shannon J. Curry 
		 	Title:	 	Treasurer 
	
	 AAM INTERNATIONAL HOLDINGS, INC.
 as Subsidiary Guarantor

		
	By:	 	 /s/ Shannon J. Curry

		 	Name:	 	Shannon J. Curry 
		 	Title:	 	Treasurer 
	
	 ACCUGEAR, INC.

as Subsidiary Guarantor

		
	By:	 	 /s/ Shannon J. Curry

		 	Name:	 	Shannon J. Curry 
		 	Title:	 	Treasurer 



  
 104










							
	 	 	 COLFOR MANUFACTURING, INC.
 as Subsidiary Guarantor

			
		 	By:	 	 /s/ Shannon J. Curry

		 		 	Name:	 	Shannon J. Curry 
		 		 	Title:	 	Treasurer 
		
		 	 DIETRONIK, INC.
 as
Subsidiary Guarantor

			
		 	By:	 	 /s/ Shannon J. Curry

		 		 	Name:	 	Shannon J. Curry 
		 		 	Title:	 	Treasurer 
		
		 	 MSP INDUSTRIES CORPORATION
 as Subsidiary Guarantor

			
		 	By:	 	 /s/ Shannon J. Curry

		 		 	Name:	 	Shannon J. Curry 
		 		 	Title:	 	Treasurer 
		
		 	 OXFORD FORGE, INC.

as Subsidiary Guarantor

			
		 	By:	 	 /s/ Shannon J. Curry

		 		 	Name:	 	Shannon J. Curry 
		 		 	Title:	 	Treasurer 
				
	Attest: Laura L. Douglas	 		 		 	
		
		 	 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

			
		 	By:	 	 /s/ James Kowalski

		 		 	Name:	 	James Kowalski 
		 		 	Title:	 	Vice President 


  
 105









 EXHIBIT A 
 FORMS OF CERTIFICATION 

  
 A-1









 EXHIBIT A-1 
 FORM OF CERTIFICATE TO BE GIVEN BY 
 PERSON ENTITLED TO RECEIVE BEARER
SECURITY 
 OR TO OBTAIN INTEREST PAYABLE PRIOR 
 TO THE EXCHANGE DATE 
 CERTIFICATE 

[Insert title or sufficient description 
 of Securities to be delivered] 
 This is to certify that as of the date hereof,
and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust
the income of which is subject to United States federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise American Axle & Manufacturing, Inc. or its agent that such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or
not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United
States or its possessions. 
 As used herein, “United States” means the United States of America (including the states
and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. 

  
 A-1-1









 This certificate excepts and does not relate to
[U.S.$]            of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an exchange for an interest in a permanent
global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify. 
 We understand that this certificate may be required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with
which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. 
 Dated: 
 [To be dated no earlier than the 15th day 

prior to (i) the Exchange Date or (ii) the 
 relevant Interest Payment Date occurring 
 prior to the Exchange Date, as applicable] 

 

	
	[Name of Person Making Certification]
	
	  

	(Authorized Signatory)
	Name:
	Title:



  
 A-1-2









 EXHIBIT A-2 
 FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR 
 AND CLEARSTREAM IN

 CONNECTION WITH THE EXCHANGE OF A PORTION OF A 

TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST 
 PAYABLE PRIOR TO THE EXCHANGE DATE 
 CERTIFICATE 

[Insert title or sufficient description 
 of Securities to be delivered] 
 This is to certify that based solely on written
certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member
Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S.$]            principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States
person(s)”), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise American Axle &
Manufacturing, Inc. or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is
owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial
institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions. 
 As used herein, “United States” means the United States of
America (including the states and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any
portion of the temporary global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any of our


  
 A-2-1









 
Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of
any interest) are no longer true and cannot be relied upon as of the date hereof. 
 We understand that this certification is
required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings. 
 Dated: 

{To be dated no earlier than the Exchange 
 Date
or the relevant Interest Payment 
 Date occurring prior to the Exchange Date, 
 as applicable} 
  

	
	 [EUROCLEAR BANK S.A./N.V.]
 [CLEARSTREAM]

	  

	By
	



  
 A-2-2