Form of Indenture between CCE as Guarantor, BHI Luxembourg, and Deutsche Bank



 Exhibit 4.2 
  
  
  
 INDENTURE 
 among 
 COCA-COLA ENTERPRISES FINANCE LT 1 COMMANDITE S.C.A., 
 a société en commandite par actions, 
 R.C.S. Luxembourg B 131.688 
 as Issuer 
 COCA-COLA ENTERPRISES
INC., 
 as Guarantor 
 and 
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Trustee 
  
  
 Dated as of
[                    ] 
  
  
 Providing for the Issuance of
Debt Securities in Series 
  
  
  







 COCA-COLA ENTERPRISES FINANCE LT 1 COMMANDITE S.C.A. 
 Reconciliation and tie between Trust Indenture Act 
 of 1939 and Indenture, dated as of [                    ] 
  

			
	 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. 
  

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 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page
	PARTIES	  	1
	RECITALS OF THE COMPANY	  	1
	
	ARTICLE ONE
	
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
			
	 SECTION 101.
	 	Definitions	  	1
	 SECTION 102.
	 	Compliance Certificates and Opinions	  	12
	 SECTION 103.
	 	Form of Documents Delivered to Trustee	  	13
	 SECTION 104.
	 	Acts of Holders	  	13
	 SECTION 105.
	 	Notices, etc. to Trustee, Company or the Guarantor	  	15
	 SECTION 106.
	 	Notice to Holders; Waiver	  	15
	 SECTION 107.
	 	Effect of Headings and Table of Contents	  	16
	 SECTION 108.
	 	Successors and Assigns	  	17
	 SECTION 109.
	 	Separability Clause	  	17
	 SECTION 110.
	 	Benefits of Indenture	  	17
	 SECTION 111.
	 	Governing Law	  	17
	 SECTION 112.
	 	Legal Holidays	  	17
	 SECTION 113.
	 	No Recourse	  	17
	 SECTION 114.
	 	Incorporation by Reference of Trust Indenture Act	  	18
	 SECTION 115.
	 	Rules of Construction	  	18
	 SECTION 116.
	 	U.S.A. Patriot Act	  	18
	 SECTION 117.
	 	Submission to Jurisdiction; Appointment of Agent for Service of Process	  	19
	 SECTION 118.
	 	Judgment Currency	  	19
	
	ARTICLE TWO
	
	SECURITY FORMS
			
	 SECTION 201.
	 	Forms Generally	  	20
	SECTION 202.	 	Form of Trustee’s Certificate of Authentication	  	21
	SECTION 203.	 	Securities Issuable in Global Form	  	21
	
	ARTICLE THREE
	
	THE SECURITIES
			
	 SECTION 301.
	 	Amount Unlimited; Issuable in Series	  	22
	SECTION 302.	 	Denominations	  	26

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

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	SECTION 303.	 	Execution, Authentication, Delivery and Dating	  	26
	SECTION 304.	 	Temporary Securities	  	28
	SECTION 305.	 	Registration, Registration of Transfer and Exchange	  	31
	SECTION 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	  	34
	SECTION 307.	 	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	  	35
	SECTION 308.	 	Optional Extension of Maturity	  	38
	SECTION 309.	 	Persons Deemed Owners	  	38
	SECTION 310.	 	Cancellation	  	40
	SECTION 311.	 	Computation of Interest	  	40
	SECTION 312.	 	Currency and Manner of Payments in Respect of Securities	  	40
	SECTION 313.	 	Appointment and Resignation of Successor Exchange Rate Agent	  	43
	
	ARTICLE FOUR
	
	SATISFACTION AND DISCHARGE
			
	SECTION 401.	 	Satisfaction and Discharge of Indenture	  	44
	SECTION 402.	 	Application of Trust Money	  	45
	
	ARTICLE FIVE
	
	REMEDIES
			
	SECTION 501.	 	Events of Default	  	46
	SECTION 502.	 	Acceleration of Maturity; Rescission and Annulment	  	47
	SECTION 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	  	49
	SECTION 504.	 	Trustee May File Proofs of Claim	  	49
	SECTION 505.	 	Trustee May Enforce Claims Without Possession of Securities	  	50
	SECTION 506.	 	Application of Money Collected	  	50
	SECTION 507.	 	Limitation on Suits	  	51
	SECTION 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	51
	SECTION 509.	 	Restoration of Rights and Remedies	  	52
	SECTION 510.	 	Rights and Remedies Cumulative	  	52
	SECTION 511.	 	Delay or Omission Not Waiver	  	52
	SECTION 512.	 	Control by Holders	  	52
	SECTION 513.	 	Waiver of Past Defaults	  	53
	SECTION 514.	 	Undertaking for Costs	  	53
	SECTION 515.	 	Waiver of Stay or Extension Laws	  	53
	
	ARTICLE SIX
	
	THE TRUSTEE
			
	SECTION 601.	 	Notice of Defaults	  	54
	SECTION 602.	 	Certain Duties, Responsibilities and Rights of Trustee	  	54
	SECTION 603.	 	Trustee Not Responsible for Recitals or Issuance of Securities	  	57
	SECTION 604.	 	May Hold Securities	  	57

  

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	SECTION 605.	 	Money Held in Trust	  	57
	SECTION 606.	 	Compensation and Reimbursement	  	57
	SECTION 607.	 	Corporate Trustee Required; Eligibility; Conflicting Interests; Disqualification	  	58
	SECTION 608.	 	Resignation and Removal; Appointment of Successor	  	58
	SECTION 609.	 	Acceptance of Appointment by Successor	  	60
	SECTION 610.	 	Merger, Conversion, Consolidation or Succession to Business	  	61
	SECTION 611.	 	Appointment of Authenticating Agent	  	61
	
	ARTICLE SEVEN
	
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR
			
	SECTION 701.	 	Disclosure of Names and Addresses of Holders	  	63
	SECTION 702.	 	Reports by Trustee	  	63
	SECTION 703.	 	Reports by Company and the Guarantor	  	64
	
	ARTICLE EIGHT
	
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
			
	SECTION 801.	 	Company and Guarantor May Consolidate, etc., Only on Certain Terms	  	64
	SECTION 802.	 	Successor Person Substituted	  	65
	SECTION 803.	 	Assumption by Guarantor	  	65
	
	ARTICLE NINE
	
	SUPPLEMENTAL INDENTURES
			
	SECTION 901.	 	Supplemental Indentures Without Consent of Holders	  	66
	SECTION 902.	 	Supplemental Indentures with Consent of Holders	  	67
	SECTION 903.	 	Execution of Supplemental Indentures	  	69
	SECTION 904.	 	Effect of Supplemental Indentures	  	69
	SECTION 905.	 	Conformity with Trust Indenture Act	  	69
	SECTION 906.	 	Reference in Securities to Supplemental Indentures	  	69
	SECTION 907.	 	Notice of Supplemental Indentures	  	69
	
	ARTICLE TEN
	
	COVENANTS
			
	SECTION 1001.	 	Payment of Principal, Premium, if Any, and Interest	  	69
	SECTION 1002.	 	Maintenance of Office or Agency	  	70
	SECTION 1003.	 	Money for Securities Payments to Be Held in Trust	  	71
	SECTION 1004.	 	Statement by Officers as to Default	  	72
	SECTION 1005.	 	Existence	  	73
	SECTION 1006.	 	Restrictions on Liens	  	73
	SECTION 1007.	 	Restrictions on Sale and Leaseback Transactions	  	75

  

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	SECTION 1008.	 	Further Instruments and Acts	  	76
	SECTION 1009.	 	Calculation of Original Issue Discount	  	76
	SECTION 1010.	 	Additional Amounts	  	76
	SECTION 1011.	 	Waiver of Certain Covenants	  	78
	
	ARTICLE ELEVEN
	
	REDEMPTION OF SECURITIES
			
	SECTION 1101.	 	Applicability of Article	  	78
	SECTION 1102.	 	Election to Redeem; Notice to Trustee	  	78
	SECTION 1103.	 	Selection by Trustee of Securities to Be Redeemed	  	78
	SECTION 1104.	 	Notice of Redemption	  	79
	SECTION 1105.	 	Deposit of Redemption Price	  	80
	SECTION 1106.	 	Securities Payable on Redemption Date	  	80
	SECTION 1107.	 	Securities Redeemed in Part	  	81
	SECTION 1108.	 	Optional Redemption Due to Changes in Tax Treatment	  	82
	
	ARTICLE TWELVE
	
	SINKING FUNDS
			
	SECTION 1201.	 	Applicability of Article	  	82
	SECTION 1202.	 	Satisfaction of Sinking Fund Payments with Securities	  	83
	SECTION 1203.	 	Redemption of Securities for Sinking Fund	  	83
	
	ARTICLE THIRTEEN
	
	REPAYMENT AT OPTION OF HOLDERS
			
	SECTION 1301.	 	Applicability of Article	  	84
	SECTION 1302.	 	Repayment of Securities	  	84
	SECTION 1303.	 	Exercise of Option	  	84
	SECTION 1304.	 	When Securities Presented for Repayment Become Due and Payable	  	85
	SECTION 1305.	 	Securities Repaid in Part	  	86
	
	ARTICLE FOURTEEN
	
	DEFEASANCE AND COVENANT DEFEASANCE
			
	SECTION 1401.	 	Company’s Option to Effect Defeasance or Covenant Defeasance	  	86
	SECTION 1402.	 	Defeasance and Discharge	  	86
	SECTION 1403.	 	Covenant Defeasance	  	87
	SECTION 1404.	 	Conditions to Defeasance or Covenant Defeasance	  	87
	SECTION 1405.	 	 Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	  	89
	SECTION 1406.	 	Reinstatement	  	90

  

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	ARTICLE FIFTEEN
	
	MEETINGS OF HOLDERS OF SECURITIES
			
	SECTION 1501.	 	Purposes for Which Meetings May Be Called	  	90
	SECTION 1502.	 	Call, Notice and Place of Meetings	  	90
	SECTION 1503.	 	Persons Entitled to Vote at Meetings	  	91
	SECTION 1504.	 	Quorum; Action	  	91
	SECTION 1505.	 	Determination of Voting Rights; Conduct and Adjournment of Meetings	  	92
	SECTION 1506.	 	Counting Votes and Recording Action of Meetings	  	93
	
	ARTICLE SIXTEEN
	
	GUARANTEE
			
	SECTION 1601.	 	Guarantee	  	93
	SECTION 1602.	 	Severability	  	95
	SECTION 1603.	 	Limitation of Guarantor’s Liability	  	95
	SECTION 1604.	 	Subrogation	  	95
	SECTION 1605.	 	Reinstatement	  	95
	SECTION 1606.	 	Release of the Guarantor	  	95
	SECTION 1607.	 	Benefits Acknowledged	  	95
			
	EXHIBIT A	 		  	A-1

  

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 INDENTURE, dated as of July [28], 2008, among COCA-COLA ENTERPRISES FINANCE LT 1 COMMANDITE S.C.A., a
société en commandite par actions incorporated in Luxembourg, as Issuer (the “Company”), having its principal office at L-1818 Howald, 2, rue des Joncs, Grand Duchy of Luxembourg and registered with the Luxembourg Register of
Commerce and Companies under number B 131.688, COCA-COLA ENTERPRISES INC., a Delaware corporation, as Guarantor (the “Guarantor”), 2500 Windy Ridge Parkway, Atlanta, Georgia, USA 30339, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, as Trustee (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 (the “Securities”), which may be convertible into or exchangeable for any securities of any person (including the Company or the Guarantor), to be issued in one or
more series as in this Indenture provided; and 
 WHEREAS, the Guarantor desires with respect to Securities of certain series issued under
this Indenture to make the Guarantees provided for herein; and 
 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 (as defined herein) 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 each of the Company and the Guarantor, 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 (as defined herein) thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof and any coupons (as defined herein), 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 1010. 
  

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 “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” has the meaning specified in
Section 1007. 
 “Authenticating Agent” means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to
Section 611 to authenticate Securities. 
 “Authorized Agent” has the meaning specified in Section 117. 
 “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 U.S. federal or state law or, with respect to the Company, Luxembourg (or the
jurisdiction in which any successor Person is organized) 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 or
managers of the corporation; (ii) with respect to a partnership, the board of directors or managers of a corporate general partner of the partnership; (iii) with respect to a limited liability company, the managing members thereof; and
(iv) with respect to any other Person, the board of directors or managers 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 or a member of the supervisory board of the Company or the Guarantor, as the case may 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 (i) 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 and (ii) if a payment is to be made in (or a rate
is to be ascertained for) Euros, is also a day in which TARGET is open for settlement of payments in Euros. 
 “Clearstream” means
Clearstream Banking, société anonyme, or its successor. 
  

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 “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder. 
 “Commission” or “SEC” means the U.S. Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, 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. 
 “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 by the Company or in the name of the Company by an Officer of the Company and delivered to the Trustee. 
 “Consolidated Net Tangible Assets” means the total assets of the Guarantor and its Restricted Subsidiaries (including, without limitation, any
net investment in Subsidiaries that are not Restricted Subsidiaries) after deducting therefrom (a) all current liabilities (excluding any thereof constituting Indebtedness) and (b) all goodwill, trade names, trademarks, franchises,
patents, unamortized debt discount and expense, organization and developmental expenses and other like segregated intangibles, all as computed by the Guarantor and its Restricted Subsidiaries in accordance with GAAP as of the end of the fiscal year
preceding the date of determination; provided, that any items constituting deferred income taxes, deferred investment tax credit or other similar items shall not be taken into account as a liability or as a deduction from or adjustment to total
assets. 
 “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 Foreign Currency and by a central bank or other public institution of or within the international banking community for the settlement of transactions in such Foreign Currency. 

“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 Deutsche Bank Trust Company Americas, 60 Wall Street, 27th Floor, Mail Stop NYC60-2710, New York, NY 10005, (in addition, copies of
correspondence are to be sent to Deutsche Bank National Trust Company for Deutsche Bank Trust Company Americas, 25 DeForest Avenue, Mail Stop SUM01-0105, Summit, New Jersey 07901), 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. 
  

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 “coupon” means any interest coupon appertaining to a Bearer Security. 
 “Currency” means any currency, composite currency or currency unit and Foreign Currency issued by the government of one or more countries or by
any recognized union, confederation or association of such governments. 
 “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 Exchange Act, or other applicable statute
or regulations, which in each case, shall be designated by the Company pursuant to Section 301. 
 “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 therein. 
 “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). 
 “EDGAR” means the SEC’s Electronic Data Gathering and Retrieval System. 
 “Election Date” has the meaning specified in Section 312(h). 
 “Euroclear” means Euroclear Bank S.A./N.V. as operator of Euroclear System, and any successor thereto. 
 “European Union” means the union of sovereign states party to the union empowered by the Treaty on European Union, which was signed in
Maastricht, the Netherlands on February 7, 1992, and predecessor and successor treaties, as may be modified from time to time. 
 “Event of Default” has the meaning specified in Section 501. 
 “Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 “Exchange Date” has the meaning
specified in Section 304. 
  

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 “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 any Officer 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 U.S. 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. 
 “GAAP” means U.S. 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 successor entities as have been sanctioned
and approved by the Securities and Exchange Commission, approved by a significant segment of the accounting profession, that are applicable at the date of any relevant calculation or determination. 
 “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 on 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. 
  

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 “Guarantee” means, unless otherwise specified with respect to any Securities or series thereof
pursuant to Section 301, the Guarantor’s guarantee of the Securities as provided in Article Sixteen. 
 “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 specified in Section 1601. 
 “Guarantor Request” or “Guarantor Order” means a written request or order, as the case may be, signed in the name of the Guarantor by
one Officer of the Guarantor, and delivered to the Trustee. 
 “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. 
 “Indebtedness” means any and all obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on the balance
sheet of such Person as a liability on the date as of which Indebtedness is to be determined. 
 “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 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. 
  

 6 








 “Interest Payment Date” means, when used with respect to any Security, the Maturity of an
installment of interest on such Security. 
 “Judgment Currency” has the meaning specified in Section 117. 
 “Lien” or “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 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. 
 “Luxembourg” means the Grand Duchy of Luxembourg. 
 “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 acceleration, notice of redemption, notice of option to elect repayment, notice of exchange or conversion, or otherwise. 
 “Mortgage” has the meaning specified in Section 1006. 
 “New York Banking Day” has the meaning specified in Section 117. 
  

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 “Officer” means (i) with respect to the Guarantor, the President, any Vice President, the
Chief Financial Officer, the Treasurer or the Secretary of the Guarantor and (ii) with respect to the Company, the sole manager or any person duly authorized by the Board of Directors to represent the Company (which may include an Officer of
the Guarantor). 
 “Officers’ Certificate” means a certificate signed by the Company or on behalf of the Company by one
Officer of the Company or the Guarantor, as the case may be, who, in the case of an Officer of the Guarantor, must be the President, the Treasurer, or a Vice President of the Guarantor, that meets the requirements of Section 102. 
 “Operating Property” means each bottling plant or facility of the Guarantor or a Restricted Subsidiary located within the United States of
America (other than its territories and possessions) or Puerto Rico, except any such bottling plant or facility which the Board of Directors of the Guarantor by resolution reasonably determines not to be of material importance to the total business
conducted by the Guarantor and its Restricted Subsidiaries. 
 “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 an 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 or the Guarantor has effected defeasance and/or covenant defeasance as provided in Article Fourteen; 
 (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 

  

 8 








 
fide purchaser in whose hands such Securities are valid obligations of the Company and in whose hands the Guarantor Obligations, if relevant, are valid
obligations of the Guarantor; and 
 (v) Securities that have been converted or exchanged for other securities pursuant to
Section 301; 
 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 determined to be) due and payable, at the time of such determination, upon an 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
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 the Guarantor or any other obligor upon the Securities or
any Affiliate of the Company, the Guarantor or 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 determination or 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 the Guarantor or any other obligor upon the Securities or any Affiliate of the Company, the Guarantor 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. 
  

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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 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. 
 “Required Currency’ has the meaning specified in Section 117. 
 “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 to the extent such expanded
definition is used), 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 of the Guarantor: 
 (i) substantially all of the property of which is located, or substantially all of the business of which is carried on, within the fifty
states of the United States of America, the District of Columbia, or Puerto Rico, and 
 (ii) which owns or is the lessee of
any Operating Property. 
 “Sale and Leaseback Transaction” has the meaning specified in Section 1007. 
 “Secured Debt” has the meaning specified in Section 1006. 
 “Security” or “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Security or 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. 
  

 10 








 “Security Register” and “Security Registrar” have the respective meanings specified
in Section 305. 
 “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”, when used with respect to any
Security or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 308. 
 “Subsidiary” means (1) 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 Guarantor or one or more other Subsidiaries,
or by the Guarantor and one or more other Subsidiaries, and (2) any other Person in which the Guarantor or one or more other Subsidiaries, directly or indirectly, at the date of determination, (x) own at least a majority of the outstanding
ownership interests or (y) have the power to elect or direct the election of, or to appoint or approve the appointment of, at least the majority of the directors, trustees or managing members of, or other persons holding similar positions with,
such Person. 
 “TARGET” means the Trans-European Automated Real-Time Gross Settlement Express Transfer System. 
 “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
U.S. 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, “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. 
  

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 “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, an estate the income of which is subject to
United States federal income taxation regardless of its source or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to
control all substantial decisions of the trust. 
 “Valuation Date” has the meaning specified in Section 312(c). 

“Vice President”, when used with respect to the Company, the Guarantor 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”. 
 “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 Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture (including any covenant or condition 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; 
 (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. 
  

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 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 Officers’ 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 officer or 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. 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 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 (subject to section 315 of the TIA) and conclusive in favor of the Trustee, the Company and Guarantor and any agent of the Trustee, the Company or the Guarantor, 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. 
  

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 Without limiting the generality of this Section 104, unless otherwise provided in or pursuant to
this Indenture, a Holder, including a Depositary that is a Holder of a global Security (including through its nominee), may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other Act provided in or pursuant to this Indenture or Securities to be made, given or taken by the Holders, and a Depositary that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of
interests in such global Security through such Depositary’s standing instructions and customary practices. 
 (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 reasonable 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 reasonably acceptable to the Company and the Guarantor, 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 and the Guarantor 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 reasonable 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 

  

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the first solicitation of Holders generally in connection therewith and not later than the date such 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, the Company or the Guarantor in reliance thereon, whether or not notation of such Act is made upon such Security. 
 SECTION 105. Notices, etc. to Trustee, Company or the Guarantor. 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 or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (including telecopy to 732-578-4635) to or with the Trustee at its Corporate
Trust Office, Attention: Trust & Securities Services, or 
 (2) the Company or the 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 or the Guarantor, as the case may be,
addressed to it at the address of the Guarantor’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 or the 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 

  

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with respect to other 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 written 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 series of 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 respect of 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 written 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. 
  

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 SECTION 108. Successors and Assigns. All covenants and agreements in this Indenture by the
Company or the Guarantor shall bind their respective successors and assigns, whether so expressed or not. 
 SECTION 109.
Separability Clause. In case any provision in this Indenture or in any Security, any Guarantee or any 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 COUPONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401. 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. FOR THE AVOIDANCE OF DOUBT, ARTICLES 86 TO 94-8 OF THE AUGUST 10, 1915
LUXEMBOURG LAW ON COMMERCIAL COMPANIES, AS AMENDED, SHALL NOT APPLY. 
 SECTION 112. Legal Holidays. Unless otherwise specified
in or pursuant to this Indenture or any Securities, 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 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 such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be, 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, to such next succeeding Business Day. 
 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 or the Guarantor, as the case may be, 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 the Guarantor, as the case may be, or any of its Affiliates or
any successor Person of the Company or the Guarantor, as the case may be, either directly or through the Company, the Guarantor or any of its respective Affiliates or any successor Person of the Company or the Guarantor, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of 

  

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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. 
 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 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. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 32 of the U.S.A. Patriot Act Deutsche Bank Trust Company Americas, like all financial institutions and in order to help fight
the funding of terrorism and money laundering, is 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 Indenture agree that they will
provide Deutsche Bank Trust Company Americas with such information as it may request in order for Deutsche Bank Trust Company Americas to satisfy the requirements of the U.S.A. Patriot Act. 
  

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 SECTION 117. Submission to Jurisdiction; Appointment of Agent for Service of Process. The
Company hereby appoints National Registered Agents, Inc., acting through its office at 875 Avenue of the Americas, Suite 501, New York, New York 10001, as its authorized agent (the “Authorized Agent”) upon which process may be served in
any legal action or proceeding against the Company with respect to its obligations under this Indenture or the Securities of any series or any coupons appertaining thereto, instituted in any federal or state court in the Borough of Manhattan, The
City of New York by the Holder of any Security or any coupons appertaining thereto and the Company agrees that service of process upon such Authorized Agent, together with written notice of said service to the Company by the Person serving the same
addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding. The Company hereby irrevocably submits to the non-exclusive jurisdiction of any such
court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding. Such designation shall be irrevocable until all amounts in respect of the principal of
and any premium and interest due and to become due on or in respect of all the Securities issued under this Indenture have been paid by the Company or the Guarantor, as the case may be, to the Trustee pursuant to the terms hereof, the Securities and
the Guarantee. Notwithstanding the foregoing, the Company reserves the right to appoint another Person located or with an office in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor Authorized Agent, and upon
acceptance of such consent to service of process by such a successor the designation of the prior Authorized Agent shall terminate. The Company shall give written notice to the Trustee and all Holders of the designation by it of a successor
Authorized Agent. If for any reason National Registered Agents, Inc. ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company will appoint a successor Authorized Agent. The
Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation of an Authorized Agent in full force and effect until this Indenture has been satisfied
and discharged. Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed within the Borough of Manhattan, The City of New York by notice given by the Authorized Agent to the Trustee,
together with written notice of such service mailed or delivered to the Company, shall be deemed, in every respect, effective service of process on the Company. 
 SECTION 118. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is
necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities of any series or any coupons appertaining thereto (the “Required Currency”) into a Currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in any Currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments as determined by the 

  

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rate of exchange at the time of such tender or recovery, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or legal holiday in The City of New York. 
 ARTICLE TWO 
 SECURITY FORMS 
 SECTION 201. Forms Generally. The Registered Securities, if any, of each series, 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, shall be in substantially the forms as shall be established by, or pursuant to a Board Resolution or, subject to
Section 303, set forth in, or determined in the manner provided in, an Officers’ Certificate pursuant to a Board Resolution of the Company, 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 executing such Securities or coupons as evidenced by their execution of such 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, Bearer Securities 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 executing such Securities or coupons, as evidenced by their execution of such Securities or coupons. 
 If Article Sixteen is to be applicable to Securities of any series, then Securities of each such series shall include the Guarantee set forth in
Section 1601 unless other terms of the Guarantee are established pursuant to Section 301 in respect of any Security or series thereof, in which case the terms of such alternative Guarantee shall be included or such Alternate Guarantee
shall be endorsed therein as prescribed by Section 301. 
  

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 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. 
  

			
	 Deutsche Bank Trust Company Americas,
as Trustee

		
	By:	 	 
		 	Authorized Signatory


 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, 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 global form shall be made to the Person or Persons specified therein. 
  

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 Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the
Company, the Guarantor (if such Security is guaranteed by the Guarantor), the Trustee and any agent of the Company, the Guarantor (if such Security is guaranteed by the Guarantor), or 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 global Registered Security, the Holder thereof, or (ii) in the case of a global Bearer Security, 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. 
 The Securities may be issued in one or more series. There shall be established in one or more Board
Resolutions of the Company or pursuant to authority granted by one or more Board Resolutions of the Company (and, if Securities are to be guaranteed, pursuant to authority granted by the Board of Directors of the Guarantor in respect of such
Guarantee) and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ 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); 
 (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; 
  

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 (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 105, 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 may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; 
 (7) the obligation, 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 minimum denominations of $2,000 and integral multiples of $1,000 above such minimum
denomination, 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 an 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 Dollar, 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 

  

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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 paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312; 
 (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) whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both,
any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether such Securities are to be issuable initially in temporary global form, whether such Securities 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 definitive Securities of the 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 Depositary therefor; 
 (19) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Bearer Securities
of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; 
  

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 (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; 
 (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 1010 on the Securities of the series to any Holder (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 or
the Guarantor), 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; 
 (26) whether
Securities of the series are to be guaranteed by the Guarantor or any modification of the terms of the Guarantees as set forth in Article Sixteen; and 
 (27) 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 Officers’ 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. 
  

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 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 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 a minimum denomination of $2,000 and integral multiples of $1,000 above such minimum denomination 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 an individual or individuals duly authorized by the Board of Directors of the Company to execute
the Securities and the coupons. The signature of any of these authorized persons on the Securities or coupons may be the manual or facsimile signatures of the present or any future such authorized person and may be imprinted or otherwise reproduced
on the Securities. 
 Securities or coupons bearing the manual or facsimile signatures of individuals who were at the time of such execution
of the Securities or coupons duly authorized by the Company to execute Securities on their behalf shall bind the Company, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery
of such Securities. 
 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, duly executed by the Company, 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 (or such other certificate as may be specified with respect to any series of Security pursuant to Section 301),
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 

  

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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 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, Officers’ 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 or formula, maturity, any redemption or repayment provisions, 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 receive, and shall be fully protected in relying upon, an Opinion of Counsel stating in effect (subject to customary exceptions): 
 (i) that the form or forms of such Securities, Guarantees (if any) and any coupons have been established in conformity with the provisions
of this Indenture; 
 (ii) that the terms of such Securities, Guarantees and any coupons have been established in conformity
with the provisions of this Indenture; 
 (iii) that such Securities, Guarantees and coupons, when completed by appropriate
insertions and executed and delivered by the Company and, if applicable, the Guarantor, to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued 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 and (if applicable) the Guarantor, 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) and, to general principles
of equity; 
 (iv) that all laws and requirements in respect of the execution and delivery by the Company and the Guarantor,
as applicable, of such Securities, Guarantees and coupons, if any, and of the supplemental indentures, if any, have been complied with and that authentication and delivery of such Securities, Guarantees and coupons, if any, and the execution and
delivery of the supplemental indenture, if any, by the Trustee will not violate the terms of the Indenture; 
 (v) 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; 
 (vi) that the Guarantor has the corporate power to issue such Guarantees and has taken all necessary corporate action with respect to such issuance; and 
 (vii) that the issuance of such Securities, Guarantees and coupons, if any, will not contravene the articles of incorporation or by-laws
of the Company or the Guarantor, 

  

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as applicable, or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement known
to such Counsel by which the Company or the Guarantor, as applicable, is 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 Officers’ 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, Guarantee 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 signatory, 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 upon the authentication thereof
shall constitute due delivery of any Guarantee on behalf of the Guarantor, if such Securities are guaranteed by the Guarantor . 
 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, 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 the officers executing such Securities, Guarantees or coupons may determine, as
conclusively evidenced by their execution of such Securities, Guarantees or coupons, as the case may be. Such temporary Securities may be in global form. 
  

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 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; 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 of the same series executed by the Company, in aggregate principal amount equal to the
principal amount of such temporary global Security. 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 of the same series 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. 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, 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 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, however, 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. 
  

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 Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of a
temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor 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 on the 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. 
  

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 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. 
 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. 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 Officers’ 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 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 reasonably 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. 

  

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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.

 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. Unless otherwise specified pursuant to Section 301, all Bearer Securities issued in permanent global form, upon request of the beneficial owner and in accordance with the following provisions,
will be exchangeable for definitive Bearer Securities. 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. 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 time in part, for definitive Securities of the same series 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 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 definitive Registered Security is issued in exchange for any portion of a permanent global Security after the
close of business at 

  

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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 definitive 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, and related Guarantees if applicable, shall be the valid obligations of the Company, and the Guarantor in the case of a Guarantee in
respect of such Securities, 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 to so continue under applicable law, the Company shall appoint a
successor Depositary eligible under applicable law with respect to such permanent 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 or if there has occurred and is continuing an Event of Default with respect to the Securities of any series, the Company will execute, and the Trustee, upon
receipt of the Company 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 

  

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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. 
 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, with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security. 
 If there shall be delivered to the Company, the Guarantor (if such Security is guaranteed by the Guarantor) and 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 any 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 

  

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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, 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. 
 Every new Security of any series, 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, 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, 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 (other than a global Security) on an Interest Payment Date 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.

  

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 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. 
 Unless otherwise provided as contemplated by Section 301, every permanent global Security will provide that interest, if any, payable on any Interest Payment Date will be paid to each of Euroclear and Clearstream
with respect to that portion of such permanent global Security held for its account by the Common Depositary, for the purpose of permitting each of Euroclear and Clearstream to credit the interest, if any, received by it in respect of such permanent
global Security to the accounts of the beneficial owners thereof. 
 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 or formula 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 (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). 
  

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 (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 Stated 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 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.

  

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 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 Stated Maturity set forth on the face of such Security. 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 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 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 (if such Security is guaranteed by the Guarantor ), the Trustee and any agent of the Company, the Guarantor (if such 

  

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Security is guaranteed by the Guarantor ), 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 Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and none of the Company, the Guarantor (if such Security is guaranteed by the Guarantor ), the Trustee or any agent of the Company, the Guarantor (if such Security is guaranteed by the Guarantor ), 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 (if such Security is guaranteed by the Guarantor ), the Trustee and any agent of the Company, the Guarantor (if such Security is guaranteed by the Guarantor ), or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Bearer Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or coupons be overdue, and
none of the Company, the Guarantor (if such Security is guaranteed by the Guarantor ), the Trustee or any agent of the Company, the Guarantor (if such Security is guaranteed by the Guarantor ), or the Trustee shall be affected by notice to the
contrary. 
 None of the Company, the Guarantor, 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 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 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 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 Trustee, or any agent of the Company, the Guarantor 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. 
  

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 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 or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the
Guarantor, 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 or the 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, the Trustee shall
provide certification of their disposal 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. 
 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 Security 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 

  

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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 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 and 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 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. 
  

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 (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. 
 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 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, 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. 
  

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 “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 any
Foreign 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 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 Foreign Currency or (ii) may be payable in a Foreign Currency, 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 denominated 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. 
  

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 (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 1010) and the Trustee, at the 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 or the Guarantor, as the case may be, and thereafter repaid to the Company or the Guarantor, 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 
  

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 (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 or the
Guarantor has paid or caused to be paid all other sums payable hereunder or under the Securities or any applicable Guarantees; and 
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture 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 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 or the Guarantor 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. 
  

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 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 principal payment into the sinking fund, when and as due by the terms of any Security 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 that 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 continuance of such default or breach for a period of 90 days after receipt of notice given, by registered or certified mail, to the
Company and, if the Securities of that series are guaranteed by the Guarantor, the Guarantor by the Trustee or to the Company and, if the Securities of that series are guaranteed by the Guarantor, the Guarantor 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 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 a period of 30 days after written notice to the Company and the Guarantor by the Trustee or to the Company, the Guarantor 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 or an acceleration of Indebtedness
of the Company, or, if such Securities are guaranteed by the Guarantor, other than the Securities of such series and any Guarantees in respect thereto, for borrowed money where the aggregate principal amount with respect to which the default or
acceleration 

  

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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 and the Guarantor, if such Securities are guaranteed, by the Trustee or to the Company and the Guarantor, if such Securities are guaranteed, 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
such Securities are guaranteed by the Guarantor, the Guarantor in an involuntary case or proceeding under Bankruptcy Law or (B) a decree or order adjudging the Company or, if such Securities are guaranteed by the Guarantor, 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 such Securities are guaranteed by the Guarantor, 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 such Securities are guaranteed by the Guarantor, 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 90 consecutive days; or

 (8) the commencement by the Company or, if such Securities are guaranteed by the Guarantor, 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 such Securities are guaranteed
by the Guarantor, 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, assignee, trustee, sequestrator or similar
official of the Company or, if such Securities are guaranteed by the Guarantor, 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 

  

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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 the
Guarantor (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 or the
Guarantor 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 a declaration of acceleration, and interest on such unpaid principal (or premium) 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, 
 (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 
 (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) or interest, if any, on Securities of that series (or of all series, as the case may be) which have become due solely by such an 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 portion of the principal amount as may be specified in the terms of that series) of all the Securities 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. 
  

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 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 30 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 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 (if Securities are entitled to the benefit of any Guarantees) or any other obligor upon the Securities of a series or the property of the Company, the Guarantor (if Securities are entitled to the
benefit of any Guarantees) or 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 have made any demand on the Company or, if applicable, the Guarantor or such other obligor 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 
  

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 (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 agreed upon 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 agreed upon 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: 
 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. 
  

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 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), (6) or (9) of Section 501, or, in the case of any Event of Default described in clause (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 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), (6) or (9) of Section 501, or, in the case of any Event of Default described in clause (7) or (8) of Section 501 by the Holders of a majority 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), (6) or (9) of Section 501, or of Holders of all Securities in the case of any Event of Default described in clause (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 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), (6) or (9) of Section 501, or of Holders of all Securities in the case of any Event of Default described in clause (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 or coupon 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 

  

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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 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 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), (6) or (9) of
Section 501 and, with respect to all Securities; and the Holders of 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), (6) or (9) of Section 501; provided, in each case: 
 (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, 
  

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 (3) with respect to actions relating to the Outstanding Securities of any one series,
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 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 with respect to such series described in clause (1), (2), (3), (4), (5), (6) or (9) of Section 501 (or, in the case of a default
described in clause (7) or (8) of Section 501, the Holders of a majority in principal amount of all Outstanding Securities may waive any such past default with respect to all series) and its consequences, except, in each case, 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, or all series, as the case may be, 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 Guarantor, if applicable, 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 Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, 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 or repayment, on or after the Redemption Date or Repayment Date, as the case may be). 
 SECTION 515. Waiver of Stay or Extension Laws. Each of the Company and the Guarantor covenants (to the extent that it 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 

  

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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 best 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 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 

  

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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 or the Guarantor
mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or Guarantor Request or Guarantor Order, as the case may be, and any resolution of the Board of Directors of the Company or the Guarantor may be sufficiently
evidenced by a Board Resolution of the Company or the Guarantor, as the case may be; 
 (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) may, in the absence of bad
faith on its part, conclusively rely upon an Officers’ Certificate; 
 (7) the Trustee may consult with counsel of its
selection and the advice or written opinion 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 

  

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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 Securities are entitled to the benefits of any Guarantees, 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) other than in the case of an Event of Default described under clauses (1), (2) or (3) of Section 501, 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; and 
 (14) the Trustee shall not be
required to give any bond or surety in respect of the performance of its powers and duties hereunder. 
 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. 
  

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 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, except for the Trustee’s certificates of authentication, and in any coupons shall be taken as
the statements of the Company (or the Guarantor, 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, of the 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 and the Guarantor 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 Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing 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 such compensation as shall be agreed in writing between the Company and the Trustee 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 

  

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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 $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of U.S. 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. 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. 
  

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 (a) 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, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (b) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of 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. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the Trustee
within 60 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series. 
 (c) 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 (if Securities are entitled to the benefits of any Guarantees) or
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 (if Securities are entitled to the benefits of any Guarantees) or 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 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 or the Guarantor (if Securities are entitled to the benefits of any Guarantees), 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. 
 (d) 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 

  

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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. 
 (e) 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 and 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 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. 
 (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, 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 

  

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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 the Guarantor 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 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 

  

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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 U.S. 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 all or substantially all 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. 
 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 Company agrees to
pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 
  

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 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. 
  

			
	 Deutsche Bank Trust Company Americas,
 as
Trustee

		
	By	 	  

		 	as Authenticating Agent
		
	By	 	  

		 	Authorized Signatory


 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 and the Trustee that none of the Company, the Guarantor 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 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 in writing 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, and with the Company and the Guarantor. 
  

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 SECTION 703. Reports by Company and the Guarantor. The Company and, so long as any Securities
entitled to the benefits of any Guarantees are Outstanding, the Guarantor shall: 
 (1) Unless available on EDGAR, 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 Exchange Act; or, if the Company or the Guarantor, as the case may be, is no longer 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 Exchange Act 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, which if pursuant to an EDGAR filing, the Trustee is not required to confirm, is
for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Company and the
Guarantor with any of their respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 ARTICLE EIGHT 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 SECTION 801. Company and Guarantor May Consolidate, etc., Only on Certain Terms. Neither the Company nor the Guarantor may consolidate with
or merge into any other Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, unless: 
 (1) With respect to the Company, the successor or transferee Person, if other than the Company, formed by such consolidation or into which the Company is merged or to which the Company’s properties and assets are
conveyed, transferred or leased as an entirety or substantially as an entirety is a corporation organized and existing under the laws of the European Union or any member state thereof and expressly assumes by an 

  

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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; 
 (2) With respect to the Guarantor, the successor or transferee Person, if other than the Guarantor, formed by such consolidation or into
which the Guarantor is merged or to which the Guarantor’s properties and assets are conveyed, transferred or leased as an entirety or substantially as an entirety 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, its obligations under the Guarantees and the performance of every
covenant of this Indenture on the part of the Guarantor to be performed or observed by the Guarantor; 
 (3) 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 
 (4) the Company or the Guarantor, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease as an entirety or substantially as an entirety 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, as an entirety or 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 previous successor Person which had become such in the
manner described in Section 801), 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. 
 SECTION 803. Assumption by Guarantor. The Guarantor, or, if the Securities are entitled to the
benefits of the Guarantee, any of its Subsidiaries, may directly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the 

  

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Trustee, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities, in the
case of the Guarantor, or such Securities, in the case of such Subsidiaries, and the performance of every covenant of this Indenture on the part of the Company to be performed or observed. Upon any such assumption, the Guarantor or such Subsidiary
shall succeed to, and be substituted for and may exercise every right and power of, the Company under this Indenture with the same effect as if the Guarantor or such Subsidiary had been named as the Company herein, and the Company shall be released
from all obligations and covenants with respect to all the Securities, in the case of the Guarantor, or such Securities, in the case of such Subsidiaries. No such assumption shall be permitted unless the Guarantor has delivered to the Trustee
(i) an Officers’ Certificate and an Opinion of Counsel, each stating that such assumption and supplemental indenture comply with this Section 803, and that all conditions precedent herein provided for relating to such transaction have
been complied with and that, in the event of assumption by a Subsidiary, the Guarantee and all other covenants of the Guarantor herein remain in full force and effect and (ii) an opinion of independent counsel that the Holders of Securities or
related coupons (assuming such Holders are taxed only as residents of the United States except as otherwise specified pursuant to Section 301) shall have no materially adverse United States federal income tax consequences as a result of such
assumption, and that, if any Securities are then listed on a securities exchange, that such Securities shall not be delisted as a result of such assumption. 
 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, 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, the Guarantees and any related coupons 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

  

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 (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 any such provision; or 
 (6) to secure the Securities pursuant to the requirements of
Section 1006 or otherwise; or 
 (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 provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company or the 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 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; or 
 (11) to effect the assumption by the
Guarantor or a Subsidiary pursuant to Section 803. 
 SECTION 902. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of a majority in principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, and, if applicable, the Guarantor when
authorized by or pursuant to a Board 

  

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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 Securities or of modifying in any manner the rights of the Holders of such Securities 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 (or manner of calculating the rate of interest), if any, thereon, or any premium payable upon the redemption thereof, or repayment thereof at the option of the Holder, or the date(s) or period(s) for any redemption or
repayment thereof, or change any obligation of the Company to pay Additional Amounts contemplated by Section 1010 (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 an acceleration of the Maturity thereof pursuant to Section 502, or upon the redemption thereof, or the 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 or 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) to the extent that the Securities of the series to which such Securities is a part is entitled to the benefits of Guarantees, release
any Guarantor from, or otherwise adversely change, any of its obligations 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. 
  

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 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 receive, and shall be fully protected in conclusively 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. 
 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 may, and shall if required by the Trustee, bear a notation in form approved by the Trustee 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, 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, the Guarantor 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. 
 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. Principal of, and premium, if any, on the 

  

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Securities shall be considered paid on the date it is due if the Trustee holds by 11:00 a.m. New York City time on that date Currency designated for and
sufficient to pay all principal and premium, if any, then due. 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 Securities of a series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where Securities of that series 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 or the Guarantor, as the case may be, in respect of the Securities of that series, any Guarantees and this Indenture may be served. If any
Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be
surrendered for conversion or exchange, as applicable, where notices and demands to or upon the Company or the Guarantor, as the case may be, in respect of the Securities of that series and related coupons, any Guarantees and this Indenture may be
served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph below (and not otherwise), (B) if Bearer Securities are issued, subject
to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment;
provided, however, that if the Securities of that series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company or the Guarantor, as the case
may be, will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange, and
(C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States, an office or agency where any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for 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 or the Guarantor, as the case may be, in respect of the Securities of that series and related coupons, any Guarantees 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 each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment at the offices specified in the Security, in London,
England, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands. 
  

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 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 or the Guarantor, as the case may be, 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 notwithstanding anything to the contrary contained herein, 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 Paying Agent in the Borough of Manhattan, 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 of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its 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 pursuant to Section 301 with respect to a series of Securities, subject to the immediately preceding paragraph, the Company hereby designates as a Place of Payment for
each series of Securities the office or agency of the Company, 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, if
and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, 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 or the 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, 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. 
  

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 Whenever there shall be one or more Paying Agents other than the Company and the Guarantor 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 the Guarantor (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, the Guarantor 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, the Guarantor 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 or the Guarantor, 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, if previously
held by the Guarantor, shall be returned to the Company; and the Holder of such Security or coupon shall thereafter, as an unsecured general creditor, look only to the Company and, if such Securities are entitled to the benefit of the Guarantees,
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, shall 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. 
 SECTION 1004. Statement by Officers as to Default. 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 

  

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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. 
 (a) 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), (5) 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
entitled to the benefits of any Guarantees are Outstanding, the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect their respective 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. Restrictions on Liens. The Guarantor agrees that it will not, nor will it permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any Secured Debt without in any such case effectively
providing, concurrently with the creation, incurrence, issuance, assumption or guarantee of any such Secured Debt, that the Securities (together with, if the Guarantor shall so determine, any other indebtedness of or guaranteed by the Guarantor or
such Restricted Subsidiary ranking equally with the Securities and then existing or thereafter created) shall be secured equally and ratably with or prior to such Secured Debt so long as such Secured Debt shall be secured. The term “Secured
Debt” means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed secured by any Mortgage. The term “Mortgage” or “Mortgages” means any mortgage, pledge, lien, security interest or other
encumbrances upon any Operating Property or on any shares of stock or Indebtedness of any Restricted Subsidiary (whether such Operating Property, shares of stock or Indebtedness are now owned or hereafter acquired). The foregoing restrictions shall
not apply to: 
 (1) Mortgages on property, shares of stock or Indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary; 
 (2) Mortgages on property or shares of stock existing at the time of
acquisition of such property or stock by the Guarantor or a Restricted Subsidiary or existing as of the date of this Indenture; 
 (3) Mortgages to secure the payment of all or any part of the price of acquisition, construction or improvement of such property or stock by the Guarantor or a 

  

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Restricted Subsidiary, or to secure any Secured Debt incurred by the Guarantor or a Restricted Subsidiary, prior to, at the time of, or within 360 days
after the later of the acquisition or completion of construction (including any improvements on an existing property), which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction of
improvements thereon; provided, however, that, in the case of any such acquisition, construction or improvement, the Mortgage shall not apply to any property theretofore owned by the Guarantor or a Restricted Subsidiary, other than, in
the case of any such construction or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located; 
 (4) Mortgages securing Secured Debt of a Restricted Subsidiary owing to the Guarantor or to another Restricted Subsidiary; 
 (5) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Guarantor or a
Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety to the Guarantor or a Restricted Subsidiary; 
 (6) Mortgages on property of the Guarantor or a Restricted Subsidiary in favor of the United States of America or any state thereof, or
any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, or in favor of any other country or any political subdivision thereof, or any department, agency or instrumentality of such
country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of
construction of the property subject to such Mortgages; 
 (7) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (1) through (6) and (8); provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the
principal amount of Secured Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or
replaced (plus improvements and construction on such property); or 
 (8) Mortgages upon any Operating Property, or any
transfer or disposition of any Operating Property, that is created or implemented as a necessary component of a bond for title transaction, payment in lieu of tax agreement or other tax incentive vehicle designed to provide the Guarantor or any
Subsidiary with certain ad valorem property tax or other incentive savings. 
 Notwithstanding the foregoing provisions of this
Section 1006, the Guarantor and any one or more Restricted Subsidiaries may, without securing the Securities, create, incur, issue, assume or guarantee Secured Debt secured by a Mortgage which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all other Secured Debt of 

  

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the Guarantor and its Restricted Subsidiaries which (if originally created, incurred, issued, assumed or guaranteed at such time) would otherwise be subject
to the foregoing restrictions (not including Secured Debt permitted to be secured under clauses (1) through (8) above), does not at the time exceed 15% of Consolidated Net Tangible Assets of the Guarantor as shown on the financial
statements of the Guarantor as of the end of the fiscal year preceding the date of determination. 
 SECTION 1007. Restrictions on
Sale and Leaseback Transactions. The Guarantor agrees that it will not, nor will it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction unless: 
 (1) the Guarantor or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 1006, to create, incur,
issue, assume or guarantee indebtedness secured by a Mortgage upon such property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Securities; provided, however,
that from and after the date on which such arrangement becomes effective, the Attributable Debt in respect of such arrangement shall be deemed for all purposes under Section 1006 to be Secured Debt subject to the provisions of
Section 1006; or 
 (2) since the date of this Indenture, and within a period commencing twelve months prior to the
consummation of such Sale and Leaseback Transaction and ending twelve months after the consummation of such Sale and Leaseback Transaction, the Guarantor or Restricted Subsidiary, as the case may be, has expended, or will expend, for the Operating
Property an amount equal to (A) the net proceeds of such Sale and Leaseback Transaction, and the Guarantor elects to designate such amount as a credit against such Sale and Leaseback Transaction, or (B) a part of the net proceeds of such
Sale and Leaseback Transaction and the Guarantor elects to designate such amount as a credit against such Sale and Leaseback Transaction and applies an amount equal to the remainder of the net proceeds as provided in clause (3) hereof; or

 (3) such Sale and Leaseback Transaction does not come within the exceptions provided by clause (1) hereof and the
Guarantor does not make the election permitted by clause (2) hereof or makes such election only as a part of such net proceeds, in either of which events the Guarantor shall apply an amount in cash equal to the Attributable Debt in respect
of such arrangement (less any amount elected under clause (2) hereof) to the retirement, within 360 days of the effective date of any such arrangement, of indebtedness for borrowed money of the Guarantor or any Restricted Subsidiary
(other than indebtedness for borrowed money of the Guarantor which is subordinated to the Securities) which by its terms matures at or is extendible or renewable at the sole option of the obligor without requiring the consent of the obligees to a
date more than twelve months after the date of the creation of such indebtedness for borrowed money (it being understood that such retirement may be made by prepayment of such indebtedness for borrowed money, if permitted by the terms thereof, as
well as by payment at maturity and that at the option of the Guarantor and pursuant to the terms of this Indenture, such indebtedness may include the Securities). 
  

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 The term “Sale and Leaseback Transaction” means any arrangement with any Person providing for
the leasing by the Guarantor or any Restricted Subsidiary of any Operating Property, whether such Operating Property is now owned or hereafter acquired (except for temporary leases for a term, including renewals at the option of the lessee, of not
more than three years and except for leases between the Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries), which property has been or is to be sold or transferred by the Guarantor or such Restricted Subsidiary to such Person
with the intention of taking back a lease of such property. 
 The term “Attributable Debt” means the present value (discounted at
the weighted average interest rate borne by the Securities Outstanding at the time of such Sale and Leaseback transaction compounded semiannually) of the obligation of a lessee for net rental payments during the remaining term of any lease
(including any period for which such lease has been extended). 
 SECTION 1008. Further Instruments and Acts. Upon request of the
Trustee or as otherwise necessary, the Company and the Guarantor 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. 
 SECTION 1009. Calculation of Original Issue Discount. 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 1010. Additional Amounts. All payments of, or in respect of, principal of and any premium and interest on the Securities, and all
payments pursuant to any Guarantee, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Luxembourg (or
in the case of a successor Person to the Company, of the jurisdiction in which such successor is organized) or any political subdivision or taxing authority thereof or therein unless such taxes, duties, assessments or governmental charges are
required by Luxembourg (or such successor Person’s jurisdiction) or any such subdivision or authority to be withheld or deducted. In that event, the Company or the Guarantor, as applicable, will pay such additional amounts of, or in respect of,
principal and any premium and interest (“Additional Amounts”) as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in
respect of such) in the payment to each Holder of a Security of the amounts which would have been payable in respect of such Security or the Guarantee thereof, as the case may be, had no such withholding or deduction been required, except that no
Additional Amounts shall be so payable for or on account of: 
 (1) any tax, duty, assessment or other governmental charge
imposed by the United States or any political subdivision or taxing authority thereof or therein; 
 (2) any tax, duty,
assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between 

  

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such Holder or a third party on behalf of such Holder by reason of its (or between a fiduciary, settlor, beneficiary member, shareholder or possessor of a
power over such Holder, if such Holder is an estate, trust, partnership or corporation) having some present or former connection with Luxembourg (or, in the case of a successor Person to the Company, of the jurisdiction in which such successor is
organized) (including being or having been a citizen or resident of Luxembourg (or in the case of a successor Person to the Company, of the jurisdiction in which such successor is organized) or being or having been engaged in a trade or business or
present therein or having or having had a permanent establishment therein, but not including the mere holding or ownership of a debt security, or (B) the presentation of such Security for payment more than 30 days after the date on which such
payment became due or was provided for, whichever is later; 
 (3) any estate, inheritance, gift, sale, transfer, personal
property or similar tax, duty, assessment or other governmental charge; 
 (4) any tax, duty, assessment or other governmental
charge which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of or any premium or interest on the Securities; 
 (5) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the
beneficial owner of a Security (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or
reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or
other governmental charge; 
 (6) any withholding or deduction that is imposed on a payment to or for the benefit of an
individual and required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN (European Union Economic and Finance Ministers) Counsel Meeting of 26-27 November 2000 or any law
implementing or complying with or introduced in order to conform to such Directive as well as the law dated December 23, 2005 (Mem.A 2005, No. 214, page 3366); or 
 (7) any combination of any of items (1), (2), (3), (4), (5) and (6). 
 Additionally, Additional Amounts shall not be paid with respect to any payment in respect of any Security to any Holder who is a fiduciary or partnership
or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of Luxembourg (or any political subdivision or taxing authority thereof or therein) (or in the case of successor Person to the Company
of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security. 
  

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 Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any
premium or interest on, or in respect of, any Security of any series (or any payments pursuant to the Guarantee thereof) such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent
that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express mention is not made. 
 SECTION 1011. 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 1006 and
1007, inclusive, or, as specified pursuant to Section 301(17) for Securities of such series, in any covenants of the Company added to Article Ten pursuant to Section 301(17) in connection with Securities of such series, if the Holders of 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 Guarantor 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, in the case of a partial redemption, 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 Officers’ 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 with the same terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series with the same terms not previously called 

  

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for redemption, by such method as the Trustee shall deem fair and appropriate, subject to applicable law, and which may provide for the selection for
redemption of portions of the principal of Securities of such series; 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. 
 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, together with the amount of accrued interest, if any, to the Redemption Date, 
 (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 the same series of like tenor 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 or after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, 
  

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 (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 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 Guarantor, the Trustee or any agent of
the Company, the Guarantor 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, 
 (11) the Euroclear or the Clearstream reference numbers of such Security, if any, and 
 (12) 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 or the Guarantor 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 11:00 a.m. (New York City time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company or the Guarantor 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, 

  

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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 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, 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 Regular 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 or contemplated by 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. 
  

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 SECTION 1108. Optional Redemption Due to Changes in Tax Treatment. Each series of Securities
may be redeemed at the option of the Company or the Guarantor (or their successors) in whole but not in part at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at
a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the
terms of such series of Securities) if, (i) the Company or the Guarantor is or would be required to pay Additional Amounts as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of Luxembourg
(or in the case of a successor Person to the Company, of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) or (ii) any change in the official application or
interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which Luxembourg (or such other jurisdiction or
political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after the date of issuance of such series pursuant to Section 301(23) (or in the case of a successor Person to the Company, the
date on which such successor Person became such or in the case of an assumption by the Guarantor or its Subsidiaries of obligations of the Company under the Securities, the date of such assumption) and the payment of such Additional Amounts cannot
be avoided by the use of any reasonable measures available to the Company or the Guarantor. Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Company will deliver to the Trustee an Officers’
Certificate, stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Company to redeem such Securities pursuant to
this Section have been satisfied. 
 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 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. 
  

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 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 Officers’ 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. 
 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 or the Guarantor 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. 
  

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 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 or the 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) 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, except as otherwise specified as contemplated by
Section 301 for Securities of such series, 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 

  

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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 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 Regular 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 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. 
  

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 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 or contemplated by such Security. 
 SECTION 1305. Securities Repaid in Part. Upon surrender of any
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 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. 
 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 or the Guarantor 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 or the Guarantor’s exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company and the Guarantor, as the case may be, shall be deemed to have been discharged from their respective 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 and the Guarantor 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 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 or the Guarantor, 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 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 

  

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Section 1010 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 or the Guarantor 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 or the Guarantor’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the
Company or the Guarantor shall be released from their respective obligations under Sections 801 and 802 and Sections 1006 and 1007, and, if specified pursuant to Section 301, their respective 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 and the Guarantor 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 or the 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 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 expressed in a written certification thereof delivered to 

  

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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, 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, 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, the Guarantor or any of their Subsidiaries is a party or by which the Company, the Guarantor or any of
their Subsidiaries is bound. 
 (4) In the case of an election under Section 1402, the Company or the Guarantor shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the Company or the Guarantor, as the case may be, 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 U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if the deposit and such defeasance had not occurred. 
 (5) In the case of an election under Section 1403, the
Company or the Guarantor, as the case may be, 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 U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not
occurred. 
  

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 (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 or the Guarantor, as the case may be, shall have delivered to the Trustee an Officers’ 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. 
 The Company
and the Guarantor shall, without duplication, 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. Notwithstanding anything to the contrary contained herein, the foregoing
sentence shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee. 
  

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 Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company or the Guarantor from time to time upon Company Request or Guarantor Request, as the case may be, 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 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 a
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 or the Guarantor’s obligations under this Indenture, such Securities and any related coupons and any Guarantees 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 or the Guarantor 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 or the Guarantor, as the case may be, 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. 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.

 (a) 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 

  

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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 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 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. 
  

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 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: 
 (i) there shall be no minimum quorum requirement for such meeting; and 
 (ii) 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. 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.

 (a) 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. 
 (b) 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. 
  

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 (c) 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. The provisions of articles 86 to 94.8 of the Luxembourg law of August 10, 1915 on commercial companies, as amended, are hereby excluded. 
 ARTICLE SIXTEEN 
 GUARANTEE 
 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, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, and any other amounts owed hereunder 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 1010 (the “Guarantor 

  

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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 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, irrevocable by the Guarantor 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, modification, indulgences or consent by the Holder of any such Security or coupon appertaining thereto or the Trustee 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 surety or 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 Guarantor Obligations. 
 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 thereof, 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 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 

  

 94 








 
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. 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 its Guarantees do 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 1604.
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 a 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 and any appurtenant coupons shall have been paid in full. 
 SECTION 1605. 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 or the Guarantor upon the bankruptcy or insolvency of
the Company or the Guarantor or pursuant to Section 1405 or Section 1406. 
 SECTION 1606. Release of the Guarantor.
Concurrently with the discharge of the Securities under Section 401 and, the defeasance of the Securities under Section 1402, the Guarantor shall be released from all its Guarantor Obligations in respect of such Securities, subject to the
provisions of Section 1405 or Section 1406. 
 SECTION 1607. 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. 
  

 95 








 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. 
  

 96 








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

			
	 COCA-COLA ENTERPRISES
 LT 1 COMMANDITE
S.C.A.
 as Issuer

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 COCA-COLA ENTERPRISES INC.
 as
Guarantor

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS
 as
Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 97 








 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, any estate the income of which is subject to United States federal income taxation regardless of its source or any trust if a
court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust (“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 Coca-Cola Enterprises LT 1 Commandite S.C.A. 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 the income of which is subject to United States Federal
income taxation regardless of its source or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all
substantial decisions of the trust (“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 Coca-Cola Enterprises LT 1 Commandite S.C.A. 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 

  

 A-2-1 








 
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 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