EX-4.3





 Exhibit 4.3 

THE TIMKEN COMPANY 
 and

 U.S. BANK NATIONAL ASSOCIATION, Trustee 
  

 
 INDENTURE

 Dated as of
[                    ] 
  

 












 CROSS-REFERENCE TABLE* 

 

					
	 Trust Indenture 
Act Section
	  	Indenture
Section	 
	 310(a)(1)
	  	 	7.10	 
	 (a)(2)
	  	 	7.10	 
	 (a)(3)
	  	 	N.A.	 
	 (a)(4)
	  	 	N.A.	 
	 (a)(5)
	  	 	7.10	 
	 (b)
	  	 	7.10	 
	 (c)
	  	 	N.A.	 
	 311(a)
	  	 	7.11	 
	 (b)
	  	 	7.11	 
	 (c)
	  	 	N.A.	 
	 312(a)
	  	 	2.06	 
	 (b)
	  	 	11.03	 
	 (c)
	  	 	11.03	 
	 313(a)
	  	 	7.06	 
	 (b)(2)
	  	 	7.06; 7.07	 
	 (c)
	  	 	7.06; 11.02	 
	 (d)
	  	 	7.06	 
	 314(a)
	  	 	4.03; 4.04; 11.02	 
	 (b)
	  	 	N.A.	 
	 (c)(l)
	  	 	11.04	 
	 (c)(2)
	  	 	11.04	 
	 (c)(3)
	  	 	N.A.	 
	 (d)
	  	 	N.A.	 
	 (e)
	  	 	11.05	 
	 (f)
	  	 	N.A.	 
	 315(a)
	  	 	7.01	 
	 (b)
	  	 	7.05; 11.02	 
	 (c)
	  	 	7.01	 
	 (d)
	  	 	7.01	 
	 (e)
	  	 	6.11	 
	 316(a) (last sentence)
	  	 	2.10	 
	 (a)(l)(A)
	  	 	6.05	 
	 (a)(l)(B)
	  	 	6.04	 
	 (a)(2)
	  	 	N.A.	 
	 (b)
	  	 	6.07	 
	 (c)
	  	 	2.14	 
	 317(a)(l)
	  	 	6.08	 
	 (a)(2)
	  	 	6.09	 
	 (b)
	  	 	2.05	 
	 318(a)
	  	 	11.01	 
	 (b)
	  	 	N.A.	 
	 (c)
	  	 	11.01	 

  
 N.A. means
not applicable. 
  

	*	 This Cross Reference Table is not part of this Indenture. 














 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE 1     DEFINITIONS AND INCORPORATION BY
REFERENCE
	  	 	1	 
			
	 Section 1.01
	 	Definitions	  	 	1	 
	 Section 1.02
	 	Other Definitions	  	 	4	 
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	4	 
	 Section 1.04
	 	Rules of Construction	  	 	4	 
		
	 ARTICLE 2     THE NOTES
	  	 	5	 
			
	 Section 2.01
	 	Issuable in Series	  	 	5	 
	 Section 2.02
	 	Establishment of Terms of Series of Notes	  	 	5	 
	 Section 2.03
	 	Execution and Authentication	  	 	7	 
	 Section 2.04
	 	Registrar and Paying Agent	  	 	7	 
	 Section 2.05
	 	Paying Agent to Hold Money in Trust	  	 	8	 
	 Section 2.06
	 	Holder Lists	  	 	8	 
	 Section 2.07
	 	Transfer and Exchange	  	 	8	 
	 Section 2.08
	 	Replacement Notes	  	 	9	 
	 Section 2.09
	 	Outstanding Notes	  	 	9	 
	 Section 2.10
	 	Treasury Notes	  	 	9	 
	 Section 2.11
	 	Temporary Notes	  	 	9	 
	 Section 2.12
	 	Cancellation	  	 	10	 
	 Section 2.13
	 	Defaulted Interest	  	 	10	 
	 Section 2.14
	 	Global Notes	  	 	10	 
	 Section 2.15
	 	CUSIP Number	  	 	12	 
		
	 ARTICLE 3     REDEMPTION AND PREPAYMENT
	  	 	12	 
			
	 Section 3.01
	 	Notice to Trustee	  	 	12	 
	 Section 3.02
	 	Selection of Notes to Be Redeemed	  	 	12	 
	 Section 3.03
	 	Notice of Redemption	  	 	12	 
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	13	 
	 Section 3.05
	 	Deposit of Redemption Price	  	 	13	 
	 Section 3.06
	 	Notes Redeemed in Part	  	 	13	 
		
	 ARTICLE 4     COVENANTS
	  	 	14	 
			
	 Section 4.01
	 	Payment of Principal and Interest	  	 	14	 
	 Section 4.02
	 	Maintenance of Office or Agency	  	 	14	 
	 Section 4.03
	 	Reports	  	 	14	 
	 Section 4.04
	 	Compliance Certificate	  	 	14	 
	 Section 4.05
	 	Taxes	  	 	15	 
	 Section 4.06
	 	Stay, Extension and Usury Laws	  	 	15	 
	 Section 4.07
	 	Corporate Existence	  	 	15	 
		
	 ARTICLE 5     SUCCESSORS
	  	 	15	 
			
	 Section 5.01
	 	Merger, Consolidation, or Sale of Assets	  	 	15	 
	 Section 5.02
	 	Successor Corporation Substituted	  	 	16	 
		
	 ARTICLE 6     DEFAULTS AND REMEDIES
	  	 	16	 
			
	 Section 6.01
	 	Events of Default	  	 	16	 
	 Section 6.02
	 	Acceleration	  	 	17	 
	 Section 6.03
	 	Other Remedies	  	 	17	 
	 Section 6.04
	 	Waiver of Past Defaults	  	 	18	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 6.05
	 	Control by Majority	  	 	18	 
	 Section 6.06
	 	Limitation on Suits	  	 	18	 
	 Section 6.07
	 	Rights of Holders of Notes to Receive Payment	  	 	18	 
	 Section 6.08
	 	Collection Suit by Trustee	  	 	19	 
	 Section 6.09
	 	Trustee May File Proofs of Claim	  	 	19	 
	 Section 6.10
	 	Priorities	  	 	19	 
	 Section 6.11
	 	Undertaking for Costs	  	 	20	 
	 Section 6.12
	 	Restoration of Rights and Remedies	  	 	20	 
	 Section 6.13
	 	Waiver of Stay, Extension or Usury Laws	  	 	20	 
		
	 ARTICLE 7     TRUSTEE
	  	 	20	 
			
	 Section 7.01
	 	Duties of Trustee	  	 	20	 
	 Section 7.02
	 	Rights of Trustee	  	 	21	 
	 Section 7.03
	 	Individual Rights of Trustee	  	 	22	 
	 Section 7.04
	 	Trustee’s Disclaimer	  	 	23	 
	 Section 7.05
	 	Notice of Defaults	  	 	23	 
	 Section 7.06
	 	Reports by Trustee to Holders of the Notes	  	 	23	 
	 Section 7.07
	 	Compensation and Indemnity	  	 	23	 
	 Section 7.08
	 	Replacement of Trustee	  	 	24	 
	 Section 7.09
	 	Successor Trustee by Merger, etc	  	 	25	 
	 Section 7.10
	 	Eligibility; Disqualification	  	 	25	 
	 Section 7.11
	 	Preferential Collection of Claims Against Company	  	 	25	 
		
	 ARTICLE 8     LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 	25	 
			
	 Section 8.01
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	25	 
	 Section 8.02
	 	Legal Defeasance and Discharge	  	 	25	 
	 Section 8.03
	 	Covenant Defeasance	  	 	26	 
	 Section 8.04
	 	Conditions to Legal or Covenant Defeasance	  	 	26	 
	 Section 8.05
	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	27	 
	 Section 8.06
	 	Repayment to Company	  	 	28	 
	 Section 8.07
	 	Reinstatement	  	 	28	 
		
	 ARTICLE 9     AMENDMENT, SUPPLEMENT AND WAIVER
	  	 	28	 
			
	 Section 9.01
	 	Without Consent of Holders of Notes	  	 	28	 
	 Section 9.02
	 	With Consent of Holders of Notes	  	 	29	 
	 Section 9.03
	 	Compliance with Trust Indenture Act	  	 	30	 
	 Section 9.04
	 	Revocation and Effect of Consents	  	 	30	 
	 Section 9.05
	 	Notation on or Exchange of Notes	  	 	30	 
	 Section 9.06
	 	Trustee to Sign Amendments, etc	  	 	30	 
		
	 ARTICLE 10     SATISFACTION AND DISCHARGE
	  	 	31	 
			
	 Section 10.01
	 	Satisfaction and Discharge	  	 	31	 
	 Section 10.02
	 	Application of Trust Money	  	 	32	 
		
	 ARTICLE 11     MISCELLANEOUS
	  	 	32	 
			
	 Section 11.01
	 	Trust Indenture Act Controls	  	 	32	 
	 Section 11.02
	 	Notices	  	 	32	 
	 Section 11.03
	 	Communication by Holders of Notes with Other Holders of Notes	  	 	34	 
	 Section 11.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	34	 


  
 ii 














 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 11.05
	 	Statements Required in Certificate or Opinion	  	 	34	 
	 Section 11.06
	 	Rules by Trustee and Agents	  	 	34	 
	 Section 11.07
	 	Calculation of Foreign Currency Amounts	  	 	34	 
	 Section 11.08
	 	No Personal Liability of Directors, Officers, Employees and Shareholders	  	 	34	 
	 Section 11.09
	 	Governing Law; Submission to Jurisdiction	  	 	35	 
	 Section 11.10
	 	No Adverse Interpretation of Other Agreements	  	 	35	 
	 Section 11.11
	 	Successors	  	 	35	 
	 Section 11.12
	 	Severability	  	 	35	 
	 Section 11.13
	 	Counterpart Originals	  	 	35	 
	 Section 11.14
	 	Table of Contents, Headings, etc	  	 	36	 
	 Section 11.15
	 	Waiver of Jury Trial	  	 	36	 
	 Section 11.16
	 	Patriot Act Compliance	  	 	36	 


  
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 INDENTURE, dated as of
[                ], by and between The Timken Company, an Ohio corporation (the “Company”), and U.S. Bank National Association, as trustee (the
“Trustee”). 
 The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the Notes issued under this Indenture. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION 

BY REFERENCE 
  

	 	Section 1.01	 Definitions. 



“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means 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” have correlative meanings. 
 “Agent” means any Registrar,
co-registrar, Custodian, Paying Agent or additional paying agent. 
 “Applicable
Procedures” means, with respect to any payment, tender, redemption, transfer, exchange, or conversion of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such payment, tender,
redemption, transfer, exchange, or conversion. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors. 
 “Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

 (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person serving a similar
function. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 

“Business Day” means any day other than a Legal Holiday. If a payment date falls on a day that is not a Business Day, the
related payment shall be made on the next succeeding Business Day as if made on the date the payment is due, and no interest shall accrue on such payment for the intervening period. 

“Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 












 (3) in the case of a partnership or limited liability company, partnership
interests (whether general or limited) or membership interests; and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Company” means The Timken Company, and, subject to Article 5, any and all successors thereto. 

“Company Order” means a written order signed in the name of the Company by an Officer of the Company. 

“Corporate Trust Office of the Trustee” means the office of the Trustee at the address of the Trustee specified in
Section 11.02 or such other address as to which the Trustee may give notice to the Holders and the Company. 

“Custodian” means the Trustee, as custodian for the Depositary with respect to any Global Notes, or any successor entity
thereto. 
 “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. 
 “Depositary” means, with respect to the Notes of any Series issuable or issued in whole or in part in
the form of one or more Global Notes, the Person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such Person,
“Depositary” as used with respect to the Notes of any Series shall mean the Depositary with respect to the Notes of such Series. 

“Discount Note” means any Note that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02. 
 “Dollars” and
“$” means the currency of The United States of America. 
 “Exchange Act” means the Securities Exchange
Act of 1934, as amended. 
 “Foreign Currency” means any currency or currency unit issued by a government other than the
government of The United States of America. 
 “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity
as have been approved by a significant segment of the accounting profession, which are in effect as of the date of this Indenture. 

“Global Note” or “Global Notes” means a Note or Notes, as the case may be, in the form established pursuant
to Section 2.02 evidencing all or part of a Series of Notes, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee. 

“Government Securities” means direct obligations of, or obligations guaranteed by, The United States of America, and the
payment for which the United States pledges its full faith and credit. 
 “Holder” means a Person in whose name a Note is
registered. 
 “Indenture” means this Indenture, as amended, supplemented or restated from time to time and shall include
the form and terms of particular Series of Notes established as contemplated hereunder. 

  
 2 













 “Legal Holiday” means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, or the city where the Corporate Trust Office of the Trustee is located at such time are required or authorized by law, regulation or executive order to close or be closed. 

“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; provided that in no event shall an operating lease be deemed to constitute a
Lien. 
 “Notes” means notes or other debt instruments of the Company of any Series issued under this Indenture. 

“Officer” means, with respect to any Person, the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, the Assistant Secretary or any Vice-President of such Person. 

“Officer’s Certificate” means a certificate signed by an Officer of the Company that meets the requirements of
Section 11.05 hereof. 
 “Opinion of Counsel” means a written opinion from legal counsel, who may be an employee of or
counsel to the Company or any Subsidiary of the Company, or other counsel and who shall be reasonably acceptable to the Trustee, that meets the requirements of Section 11.05 hereof. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Responsible Officer,” when used
with respect to the Trustee, means any officer assigned to the corporate trust department of the Trustee (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility
for the administration of this Indenture, and for the purposes of Section 7.01(d)(2) and the second sentence of Section 7.05 shall also include any other officer of the Trustee to whom any corporate trust matter is referred because
of such officer’s knowledge of and familiarity with the particular subject. 
 “SEC” means the Securities and Exchange
Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Series” or “Series of Notes” means each series of debentures, notes or other debt instruments of the
Company created pursuant to Sections 2.01 and 2.02 hereof. 
 “Stated Maturity” means, with respect to any installment
indebtedness, the date specified as the fixed date on which the final payment of principal was scheduled to be paid in the documentation governing such indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any
such principal prior to the date originally scheduled for the payment thereof. 
 “Subsidiary” means, with respect to any
specified Person: 
 (5) any corporation, association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) to vote in the election of
directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof);
and 

  
 3 













 (6) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor
Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Notes of any Series shall mean the Trustee with respect to Notes of that Series. 
  

	 	Section 1.02	 Other Definitions. 



 

					
	 Term
	  	Defined
in Section	 
	 “Covenant Defeasance”
	  	 	8.03	 
	 “Event of Default”
	  	 	6.01	 
	 “Legal Defeasance”
	  	 	8.02	 
	 “Notice”
	  	 	11.03	 
	 “Paying Agent”
	  	 	2.04	 
	 “Registrar”
	  	 	2.04	 

  

	 	Section 1.03	 Incorporation by Reference of Trust Indenture Act. 



Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 

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

“indenture securities” means the Notes; 

“indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the indenture securities means the Company, and any other obligor upon the Notes. 

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 1.04	 Rules of Construction. 



Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

  
 4 













 (5) “will” shall be interpreted to express a command; 

(6) provisions apply to successive events and transactions; 

(7) any reference to an “Article,” a “Section” or an “Exhibit” refers to an Article, a Section or
an Exhibit, as the case may be, of this Indenture; 
 (8) the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; 

(9) words importing any gender include the other genders; 

(10) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible
form; 
 (11) the words “including,” “includes” and “include” shall be deemed to be followed by
the words “without limitation”; and 
 (12) unless otherwise provided, references to agreements and other
instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture. 

ARTICLE 2 
 THE NOTES

  

	 	Section 2.01	 Issuable in Series. 



The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in
one or more Series. All Notes of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officer’s Certificate detailing the adoption of the terms thereof pursuant to the authority granted
under a Board Resolution. In the case of Notes of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a
Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Notes may differ between Series in respect of any matters,
provided that all Series of Notes shall be equally and ratably entitled to the benefits of this Indenture. 
  

	 	Section 2.02	 Establishment of Terms of Series of Notes. 



At or prior to the issuance of any Notes within a Series, the following shall be established (as to the Series generally, in the case of
Subsection 2.02(a) and either as to such Notes within the Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(r)) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board
Resolution, supplemental indenture or an Officer’s Certificate pursuant to authority granted under a Board Resolution: 
 (a) the title
of the Series (which shall distinguish the Notes of that particular Series from the Notes of any other Series); 
 (b) the price or prices
(expressed as a percentage of the principal amount thereof) at which the Notes of the Series will be issued; 
 (c) any limit upon the
aggregate principal amount of the Notes of the Series which may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the
Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05); 

  
 5 













 (d) the date or dates on which the principal of the Notes of the Series is payable; 

(e) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Notes of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or
dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date, and the basis of computation of interest if other than on the basis of a 360-day year consisting of twelve 30-day months; 
 (f) the place
or places where the principal of, premium and interest, if any, on the Notes of the Series shall be payable, where the Notes of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the
Company in respect of the Notes of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means; 

(g) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Notes of the
Series may be redeemed, in whole or in part, at the option of the Company; 
 (h) the obligation, if any, of the Company to redeem or
purchase the Notes of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Notes of the
Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (i) the dates, if any, on which and the price or
prices at which the Notes of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 

(j) the denominations in which the Notes of the Series shall be issuable, if other than minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof; 
 (k) the forms of the Notes of the Series in fully registered form (and whether the Notes will be issuable as
Global Notes); 
 (l) if other than the principal amount thereof, the portion of the principal amount of the Notes of the Series that shall
be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02; 
 (m) the designation of the currency,
currencies or currency units in which payment of the principal of, premium and interest, if any, on the Notes of the Series will be made if other than U.S. dollars; 

(n) whether the Notes of any Series may be exchangeable for and/or convertible into common shares of the Company or any other security; 

(o) the provisions, if any, relating to any security provided for the Notes of the Series, and any subordination in right of payment, if any,
of the Notes of the Series; 
 (p) any addition to or change in the Events of Default which applies to any Notes of the Series and any
change in the right of the Trustee or the requisite Holders of such Notes to declare the principal amount thereof due and payable pursuant to Section 6.02; 

(q) any addition to or change in the covenants set forth in Articles 4 or 5 that applies to Notes of the Series; 

(r) any other terms of the Notes of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such
Series); and 

  
 6 













 (s) any depositaries, interest rate calculation agents, exchange rate calculation agents or
other agents with respect to Notes of such Series if other than those appointed herein. 
 All Notes of any one Series need not be issued at
the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above, and, unless
otherwise provided, a Series may be reopened, without the consent of the Holders, for issuances of additional Notes of such Series; provided, however, that if such additional Notes are not fungible with the Notes of such Series for
U.S. federal income tax purposes, the additional Notes will have a separate CUSIP number. No Board Resolution or Officer’s Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise with respect
to any series of Notes except as it may agree in writing. 
  

	 	Section 2.03	 Execution and Authentication. 



One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. If an Officer of the Company whose signature
is on a Note no longer holds that office at the time such Note is authenticated, such Note shall nevertheless be valid. 
 A Note shall not
be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note, as applicable, has been authenticated under this Indenture. 

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Company. 
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any
Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate and deliver such Notes. The
Notes shall be dated their date of authentication. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be
fully protected in relying upon, an Opinion of Counsel stating to the effect: 
 (a) that such form has been established in conformity with
the provisions of this Indenture; 
 (b) that such terms have been established in conformity with the provisions of this Indenture; and 

(c) that such Notes, when authenticated and delivered by the Trustee, in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other
laws relating to or affecting creditors’ rights and by general principles of equity and any other customary exceptions. 
  

	 	Section 2.04	 Registrar and Paying Agent. 



The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register with respect to each Series of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars (provided that there shall be only one register) and one or more additional paying agents or change the office of such Registrar or Paying Agent. The term
“Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder;
however, the Company shall maintain a Paying Agent in each place of payment for the Notes of each Series. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 

  
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 The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes. The Company shall be responsible for making calculations called for under the Notes and this Indenture, including, but not limited to, determination of interest, additional amounts, redemption
price, premium, if any, and any other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of
its calculations to the Trustee when requested by the Trustee in writing, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the
Company’s calculations to any Holder of the Notes upon the written request of such Holder. 
  

	 	Section 2.05	 Paying Agent to Hold Money in Trust. 



The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Holders of any Series of Notes, or the Trustee, all money held by the Paying Agent for the payment of principal or interest on the Series of Notes, and shall notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Subject to applicable abandoned
property laws, all payments to a Paying Agent on any Notes which remain unclaimed for a period of two years after such payment was due shall be repaid to the Company. Thereafter, the Holder may look only to the Company for repayment. Upon payment
over to the Trustee, or to the Company, as the case may be, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of Holders of any Series of Notes all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes. 

 

	 	Section 2.06	 Holder Lists. 



The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Holders of each Series of Notes and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee, at least seven Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of each Series of Notes and the Company shall otherwise comply with TIA
Section 312(a). 
  

	 	Section 2.07	 Transfer and Exchange. 



Notes may be transferred or exchanged at the office of the Registrar or co-registrar designated by the
Company. Where Notes of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of the same Series, the
Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Notes at the Registrar’s request. No service charge
shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.05). 

Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Notes of any Series for the
period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Notes of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange Notes of any Series selected, called or being called for redemption as a whole or a portion thereof, except the unredeemed portion of Notes being redeemed in part. 

  
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 Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial
owners of interests in any Global Note) 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, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. 
  

	 	Section 2.08	 Replacement Notes. 



If any mutilated Note is surrendered to the Trustee, or if the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of a Company Order together with such indemnity bond sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced, shall authenticate a replacement Note of the same Series if the Trustee’s requirements are met. The Company may charge for its expenses in
replacing a Note. 
 Every replacement Note of any Series is an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes of that Series duly issued hereunder. 
  

	 	Section 2.09	 Outstanding Notes. 



The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 
 If a Note is replaced pursuant to
Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue. 
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or
maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 

 

	 	Section 2.10	 Treasury Notes. 



In determining whether the Holders of the required principal amount of Notes of a Series have concurred in any direction, waiver or consent,
Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of a Series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 

 

	 	Section 2.11	 Temporary Notes. 



Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 

  
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 Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 

 

	 	Section 2.12	 Cancellation. 



The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation, except as otherwise provided for in this Indenture. Cancelled Notes (subject to the record retention requirements of the Exchange Act) shall be
disposed of by the Trustee pursuant to its customary procedures and, upon request by the Company, the Trustee shall deliver a certificate or other evidence of such disposition. 

 

	 	Section 2.13	 Defaulted Interest. 



If the Company defaults in a payment of interest on a Series of Notes, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who are Holders of the Series on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such
special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at
the expense of the Company) shall mail or cause to be mailed (or, in the case of the Depositary with respect to any Global Note, sent electronically) to Holders a notice that states the special record date, the related payment date and the amount of
such interest to be paid. 
  

	 	Section 2.14	 Global Notes. 



(a) Terms of Notes. A Board Resolution, a supplemental indenture hereto, or an Officer’s Certificate shall establish whether the
Notes of a Series shall be issued in whole or in part in the form of one or more Global Notes and shall name the Depositary for such Global Note or Notes. Except as provided herein, each Global Note shall be (i) registered in the name of the
Depositary, (ii) deposited with the Depositary or its nominee, and (iii) bear the legend indicated in Section 2.14(c). 
 (b)
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 and in addition thereto, any Global Note shall be exchangeable pursuant to Section 2.07 for Notes registered in the names of Holders
other than the Depositary for such Note or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time such Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to
the Trustee an Officer’s Certificate to the effect that such Global Note shall be so exchangeable or (iii) an Event of Default with respect to the Notes represented by such Global Note shall have occurred and be continuing. Any Global Note
that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Note with like
tenor and terms. 
 Except as provided in this Section 2.14(b), a Global Note may not be transferred except as a whole by the
Depositary with respect to such Global Note to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary, or any such nominee to a successor Depositary or a nominee of
such a successor Depositary. 
 (c) Legend. Any Global Note issued hereunder shall bear a legend in substantially the following form:

 “This Note is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Note is exchangeable for Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of
such a successor Depositary.” 

  
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 (d) Acts of Holders. The Depositary may appoint agents and otherwise authorize
participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. The Company may establish a record date for purposes of determining
the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture. 
 (e)
Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the principal of and interest, if any, on any Global Note shall be made to the Holder thereof. Prior
to due presentment of a Note for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving
payment of principal of and any premium and (subject to Section 2.13) any interest on such Note and for all other purposes whatsoever, and neither the Company, the Trustee nor any Agent or other agent of the Company or the Trustee will be
affected by notice to the contrary. 
 (f) Consents, Declaration and Directions. Except as provided in Section 2.14(e), the
Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Notes of such Series represented by a Global Note as shall be specified in a written statement of the Depositary with respect to such
Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 

(g) Responsibility of Trustee or Agents. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not
taken by the Depositary. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent is hereby authorized to act in accordance with such letter and the Applicable
Procedures. 
 Neither the Trustee nor any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, a
Depositary participant or other Person with respect to (i) the accuracy of the records of the Depositary or its nominee or of any Depositary participant with respect to any ownership interest in the Notes, (ii) the delivery to any
Depositary participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or (iii) the payment of any amount under or with respect to such Notes. All notices and communications to be
given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global
Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon
information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any
Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder
of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any acts
or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary
and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. 

  
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 Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall
impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note. 

 

	 	Section 2.15	 CUSIP Numbers. 



The Company in issuing the Notes may use “CUSIP,” “ISIN” or other similar numbers (if then generally in use), and, if so,
the Trustee shall use CUSIP, ISIN or other similar numbers in notices as a convenience to Holders; provided that the Trustee shall have no liability for any defect in the CUSIP, ISIN or other similar numbers as they appear on any Note, notice
or elsewhere, and provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or the omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar
numbers. 
 ARTICLE 3 

REDEMPTION AND PREPAYMENT 
  

	 	Section 3.01	 Notice to Trustee. 



The Company may, with respect to any Series of Notes, reserve the right to redeem and pay the Series of Notes or may covenant to redeem and pay
the Series of Notes or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If a Series of Notes is redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Series of Notes pursuant to the terms of such Notes, it shall notify the Trustee in writing of the redemption date and the principal amount of Series of Notes to be redeemed. The Company shall give the notice at
least 15 days prior to the mailing or sending of notice of redemption to the Holders of the Notes to be redeemed (or such shorter notice as may be acceptable to the Trustee). 
  


	 	Section 3.02	 Selection of Notes to Be Redeemed. 



If less than all of the Notes of a Series are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the
Notes of a Series to be redeemed or purchased among the Holders of the Notes (a) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or (b) if the Notes are not so
listed, on a pro rata basis to the extent practicable, by lot or the applicable procedures of the Depositary or in accordance with any other method the Trustee considers fair and appropriate. 

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes of a Series and portions of them selected shall be in amounts of no less than $2,000 and whole multiples of $1,000 in excess thereof, or with respect to Notes of any Series
issuable in other denominations pursuant to Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes of a
Series called for redemption or repurchase also apply to portions of Notes of a Series called for redemption or repurchase. 
  

	 	Section 3.03	 Notice of Redemption. 



Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at
least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, or, in the case of the Depositary with respect to any Global Note, sent electronically, a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address. 

  
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 The notice shall identify the Notes of the Series to be redeemed and shall state: 

(1) the redemption date; 

(2) the redemption price (or manner of calculation if not then known); 

(3) the name and address of the Paying Agent; 

(4) that Notes of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

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

(6) the CUSIP number, if any, provided that no representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Notes; 
 (7) the conditions precedent, if any, to the redemption; and 

(8) any other information as may be required by the terms of the particular Series of the Notes or the Notes of a Series being
redeemed. 
 At the Company’s request, and upon receipt of an Officer’s Certificate complying with Section 11.04 hereof at
least 15 days prior to the date notice is to be given (unless a shorter period shall be satisfactory to the Trustee), together with the notice to be given setting forth the information to be stated therein as provided in the preceding
paragraph, the Trustee shall give the notice of redemption in the Company’s name and at its expense. 
  

	 	Section 3.04	 Effect of Notice of Redemption. 



Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable
on the redemption date at the redemption price. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, a notice of redemption may not be conditional. 

 

	 	Section 3.05	 Deposit of Redemption Price. 



At least one Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to
pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed. 
 If the Company complies with the
provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If any Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  

	 	Section 3.06	 Notes Redeemed in Part. 



Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall
authenticate for the Holder, or transfer by book-entry at the expense of the Company, a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

  
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 No Notes of $2,000 or less can be redeemed in part (or with respect to Notes of any Series
issuable in other denominations pursuant to Section 2.02(j), the minimum denomination for each Series and integral multiples thereof). 

ARTICLE 4 
 COVENANTS

  

	 	Section 4.01	 Payment of Principal and Interest. 



The Company covenants and agrees for the benefit of the Holders of each Series of Notes that it will pay or cause to be paid the principal of,
premium, if any, and interest on such Series of Notes on the dates and in the manner provided in such Notes. Principal, premium, if any, and interest on any Series of Notes will be considered paid on the date due if the Paying Agent, if other than
the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

  

	 	Section 4.02	 Maintenance of Office or Agency. 



The Company covenants and agrees for the benefit of the Holders of each Series of Notes that it will maintain an office or agency (which may be
an office of the Trustee for such Notes or an affiliate of the Trustee, Registrar for such Notes or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices
and demands to or upon the Company in respect of such Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee for such Notes of the location, and any change in the location, of such office or agency. If at
any time the Company fails to maintain any such required office or agency or fails 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. 
 With respect to each Series of Notes, the Company hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of the Company in accordance with Section 2.04. 
  

	 	Section 4.03	 Reports. 



The Company will at all times comply with TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 
  

	 	Section 4.04	 Compliance Certificate. 



The Company and each guarantor of any Series of Notes (to the extent that such guarantor is so required under the TIA) shall deliver to the
Trustee with respect to such Series, within 120 days after the end of each fiscal year, an Officer’s Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer, stating that a
review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer of the Company with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to the Officer of the Company signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 

  
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	 	Section 4.05	 Taxes. 



The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP or where the failure to effect such payment is not adverse in any material respect to the
Holders of the Notes. 
  

	 	Section 4.06	 Stay, Extension and Usury Laws. 



The Company covenants (to the extent that it may lawfully do so) that it will not, and each guarantor of such Notes will not, at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture;
and the Company and each of such guarantors (to the extent that it may lawfully do so), as applicable, hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee for such Notes, but will suffer and permit the execution of every such power as though no such law has been enacted. 

 

	 	Section 4.07	 Corporate Existence. 



Subject to Articles 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect: 

(a) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and 
 (b) the rights
(charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other
existence of any of its Subsidiaries, if an Officer of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof
is not adverse in any material respect to the Holders of the Notes. 
 ARTICLE 5 

SUCCESSORS 
  

	 	Section 5.01	 Merger, Consolidation, or Sale of Assets. 



The Company shall not, directly or indirectly: 

(a) merge or consolidate with or into another Person or Persons; or 

(b) sell, convey, transfer, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its
Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless: 
 (1) either: 

(A) the transaction is a merger or consolidation and the Company is the surviving Person; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale,
conveyance, transfer, lease or other disposition has been made is a corporation, limited liability company, partnership, trust or other entity organized and existing under the laws of the United States, any state of the United States or the District
of Columbia and expressly assumes all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee; 

  
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 (2) immediately after giving effect to such transaction and treating the
Company’s obligations in connection with or as a result of such transaction as having been incurred as of the time of such transaction, no Default or Event of Default shall have occurred and be continuing; and 

(3) the Company or the surviving entity shall have delivered to the Trustee (a) an Officer’s Certificate stating that
the conditions in (1) and (2) above have been complied with and any other conditions precedent in this Indenture relating to such transaction have been complied with and (b) an Opinion of Counsel stating that the conditions in
(1) above have been complied with and any other conditions precedent in this Indenture relating to such transaction have been complied with. 
  

	 	Section 5.02	 Successor Corporation Substituted. 



Upon any merger or consolidation, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the properties
or assets of the Company and its Subsidiaries, taken as a whole, in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person into which the Company is merged or formed by such
consolidation or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such merger, consolidation, sale, conveyance, transfer, lease or other
disposition, the provisions of this Indenture referring to the “Company” shall be deemed to refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein, and (except in the case of a lease) when the successor Person expressly assumes all the obligations of the Company under this Indenture and the Notes pursuant to and in
accordance with Section 5.01(b)(1)(B) hereof, the predecessor Company shall be relieved from all such obligations. 
 ARTICLE 6

 DEFAULTS AND REMEDIES 
  

	 	Section 6.01	 Events of Default. 



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

(a) default in the payment of any interest on any Note of that Series when it becomes due and payable, and continuance of such default for a
period of 30 days; or 
 (b) default in payment when due of the principal of, or premium, if any, on any Note of that Series; or 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture or in any Board Resolution, supplemental
indenture or Officer’s Certificate with respect to such Series (other than a covenant or warranty that has been included in this Indenture or a Board Resolution, supplemental indenture or Officer’s Certificate solely for the benefit of
Series of Notes other than that Series), which default continues uncured for a period of 90 days after (i) the Company receives written notice from the Trustee for such Notes or (ii) the Company and the Trustee receive written notice from
Holders of not less than 25% in aggregate principal amount of Notes of that Series outstanding; or 
 (d) the Company: 

(1) commences a voluntary case under applicable bankruptcy, insolvency or other similar law, 

(2) consents to the entry of an order for relief against it in an involuntary bankruptcy case, 

  
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 (3) applies for or consents to the appointment of any custodian, receiver,
trustee, sequestrator, conservator, liquidator, rehabilitator or similar officer of it or for all or substantially all of its property and assets, 

(4) makes a general assignment for the benefit of its creditors, or 

(5) generally is unable to pay its debts as they become due; 

(e) an involuntary case or other proceeding is commenced against the Company with respect to it or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains
undismissed and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Company under the federal bankruptcy laws as now or hereafter in effect; or 

(f) any other Event of Default provided with respect to Notes of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, in accordance with Section 2.02. 
  

	 	Section 6.02	 Acceleration. 



If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing (other than an Event of Default
referred to in Section 6.01(d) or (e)) then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes of that Series may declare the principal amount of and accrued and unpaid
interest, if any, on all of the Notes of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and
accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any,
on all outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

At any time after such a declaration of acceleration with respect to any Series has been made, the Holders of a majority in principal amount
of the outstanding Notes of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (i) the rescission and annulment would not conflict with any judgment or decree already
rendered, (ii) if all existing Events of Default with respect to that Series (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived and all sums paid or advanced by
the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company has paid or deposited with the Trustee a sum sufficient to pay (a) any
overdue interest on the Notes of such Series, (b) the principal amount of such Series of Notes (except the principal, interest or premium that has become due solely because of the acceleration) and (c) to the extent lawful and applicable,
interest on overdue installments of interest at the rate specified in the Notes of such Series. 
 No such rescission shall affect any
subsequent Event of Default or impair any right consequent thereon. 
  

	 	Section 6.03	 Other Remedies. 



If an Event of Default with respect to Notes of any Series at the time outstanding occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and interest on such Notes or to enforce the performance of any provision of such Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 

  
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	 	Section 6.04	 Waiver of Past Defaults. 



Prior to the acceleration of the maturity of the Notes of any Series as provided in Section 6.02, the Holders of a majority in aggregate
principal amount of the Notes of any Series then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes of such Series waive any existing Default or Event of Default with respect to such Series and its consequences
under this Indenture except (i) a continuing Default or Event of Default in the payment of premium or interest on, or the principal of, the Notes of such Series (including in connection with an offer to purchase) or (ii) a Default or Event
of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected thereby. Upon any such waiver, such Default or Event of Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

 

	 	Section 6.05	 Control by Majority. 



Holders of a majority in aggregate principal amount of the then outstanding Notes of any Series may in writing direct the time, method and
place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, subject to Section 7.02(e). However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes of such Series (it being understood that the Trustee does not have an affirmative duty to ascertain whether any such directions are
unduly prejudicial to such Holders) or that may involve the Trustee in personal liability. The Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. 

 

	 	Section 6.06	 Limitation on Suits. 



A Holder of any Series of Notes may pursue a remedy with respect to this Indenture or the Notes only if: 

(a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 

(b) the Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such Series make a written request to the
Trustee to pursue the remedy; 
 (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or expense; 
 (d) the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision of security or indemnity; and 
 (e) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes of such Series do not give the Trustee a direction inconsistent with the request. 

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

	 	Section 6.07	 Rights of Holders of Notes to Receive Payment. 



Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such Holder. 

  
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	 	Section 6.08	 Collection Suit by Trustee. 



If an Event of Default specified in Section 6.01 (a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

 

	 	Section 6.09	 Trustee May File Proofs of Claim. 



The Trustee for each Series of Notes is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes of such Series allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes of such Series), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder of such Series 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 of such Series, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall
be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders of such Series may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 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 Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

 

	 	Section 6.10	 Priorities. 



If the Trustee collects any money or other property with respect to a Series of Notes pursuant to this Article 6, it shall pay out the money or
other property, or after an Event of Default, any money or other property is distributable in respect of the Company’s obligations under this Indenture, the money or property shall be paid, in either case, in the following order: 

First: to the Trustee (including any predecessor trustee), its agents and attorneys for amounts due under
Section 7.07 hereof applicable to the Notes of such Series, including payment of all compensation, expenses (including reasonable, documented legal fees and expenses) and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection; 
 Second: to Holders of Notes of such Series for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and 

Third: to the Company or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 

  
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	 	Section 6.11	 Undertaking for Costs. 



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

	 	Section 6.12	 Restoration of Rights and Remedies. 



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

 

	 	Section 6.13	 Waiver of Stay, Extension of Usury Laws. 



The Company covenants, to the extent that it may lawfully do so, that it shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, or interest (including
additional interest, if any) on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture. The Company hereby expressly waives, to the extent that
it may lawfully do so, all benefit or advantage of any such law and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as if no
such law had been enacted. 
 ARTICLE 7 

TRUSTEE 
  

	 	Section 7.01	 Duties of Trustee. 



(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default, the duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee. 

(c) 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. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). 

(d) 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: 
 (1) this paragraph does not limit the effect of paragraphs (b), (c) and (e) of this
Section 7.01; 

  
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 (2) the Trustee will 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 

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof. 
 (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense. 
 (f) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01. 
 (g) The
Trustee will not be liable for interest on, or required to invest, any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder. 

(h) The permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.

  

	 	Section 7.02	 Rights of Trustee. 



(a) The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the
Trustee acts or refrains from acting or as specifically called for in this Indenture, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good
faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection
from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee
may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. 

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company will be sufficient if signed by an Officer of the Company. Any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. 

(f) The Trustee will 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 unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction. 

(g) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies,
quarantine restrictions, nuclear or natural catastrophes or acts 

  
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of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, or other unavailability of the Federal Reserve Bank wire or facsimile or
other wire or communication facility, or hacking, cyber-attacks or other external use or external infiltration of the Trustee’s technological infrastructure exceeding authorized access (other than in the case of the Trustee’s negligence in
protecting against security threats); it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

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

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

(j) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written notice of
such Default or Event of Default from the Company or by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such Series is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture. 
 (k) The Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 

(l) The Trustee will 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, or inquire as to the performance by the Company or any guarantor of any of their covenants in
this Indenture, 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 will be entitled
to examine the books, records, and premises of the Company or any such guarantor, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation. 
 (m) Notwithstanding any other provision of this Indenture, the Trustee shall be entitled to make a deduction or
withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements
thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the
Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any
additional amount as a result of such withholding tax. To the extent such amounts are so deducted or withheld and paid to the relevant authority, such amounts shall be treated for all purposes under this Indenture as having been paid to the Person
to whom such amounts would otherwise have been paid. 
  

	 	Section 7.03	 Individual Rights of Trustee. 



The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as defined in the TIA it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

  
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	 	Section 7.04	 Trustee’s Disclaimer.



 The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by any Notes. 

 

	 	Section 7.05	 Notice of Defaults. 



If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice
of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice from Holders of the
Notes if and so long as it in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
  

	 	Section 7.06	 Reports by Trustee to Holders of the Notes. 



(a) Within 60 days after each [ ] 15 beginning with the [ ] 15 following the first issuance of Notes under this Indenture, and for so long as
Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). 

(b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the
Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom. 

 

	 	Section 7.07	 Compensation and Indemnity. 



(a) The Company will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the
Trustee and the Company may agree from time to time in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

 (b) The Company will indemnify the Trustee, its officers, directors, employees, representatives and agents from and against any and all
losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent
any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel of its own selection and the Company will pay the reasonable, documented fees
and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld. 

  
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 (c) The obligations of the Company under this Section 7.07 will survive the resignation
or removal of the Trustee and the satisfaction and discharge of this Indenture. 
 (d) To secure the Company’s payment obligations in
this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or other property held or collected by the Trustee. Such Lien will survive the resignation or removal of the Trustee, the termination for any reason of this
Indenture and the satisfaction and discharge of this Indenture. 
 (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(d) or (e) hereof occurs, the expenses and the compensation for the services (including the reasonable, documented fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law. 
 (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent
applicable. 
 (g) “Trustee” for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in
each of its capacities hereunder and each agent, custodian and other Person employed to act hereunder; provided, however, that the negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee
hereunder. 
  

	 	Section 7.08	 Replacement of Trustee. 



(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at any time and be discharged from
the trust hereby created with respect to one or more Series of Notes by so notifying the Company with 30 days prior notice. 
 (c) The
Holders of a majority in aggregate principal amount of the then outstanding Notes of such Series may remove the Trustee by so notifying the Trustee and the Company with 30 days prior notice in writing. 

(d) The Company may remove the Trustee with respect to one or more Series of Notes with 30 days prior written notice if: 

(1) the Trustee fails to comply with Section 7.10 hereof; 

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 

(e) If the Trustee has been removed by the Holders, Holders of a majority in aggregate principal amount outstanding of such Series of Notes
(voting as a single class) may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes of
such Series may petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Trustee. 

(f) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

  
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 (g) A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will
mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all properly held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 

 

	 	Section 7.09	 Successor Trustee by Merger, etc. 



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

	 	Section 7.10	 Eligibility; Disqualification. 



There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least
$50.0 million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(l), (2) and (5). The Trustee is subject to TIA § 310(b). There shall be excluded from the operation of TIA § 310(b)(1) any series of Notes under this Indenture if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met. 
  

	 	Section 7.11	 Preferential Collection of Claims Against Company. 



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

	 	Section 7.12	 Trustee’s Application for Instructions from the
Company. 


 Any application by the Trustee for written instructions from the Company may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for
any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five Business Days after the date any Officer actually
receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee has received written instructions in
response to such application specifying the action to be taken or omitted. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  

	 	Section 8.01	 Option to Effect Legal Defeasance or Covenant Defeasance. 



The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
  

	 	Section 8.02	 Legal Defeasance and Discharge. 



Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company will, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes of such Series on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). 

  
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For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of such Series, which will
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such
Notes and this Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or
discharged hereunder: 
 (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or
premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
 (b) the Company’s
obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 
 (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and 
 (d) this Article 8. 

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof. 
  

	 	Section 8.03	 Covenant Defeasance. 



Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the
guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Section 4.03 and any other covenants specified in the applicable
Board Resolutions, supplemental indenture or Officer’s Certificate as being subject to covenant defeasance pursuant to this Section 8.03, each case, with respect to the outstanding Notes of the applicable Series on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “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 (it being understood that such Notes shall not be deemed outstanding for
accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of such Series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, the failure to comply with any such covenant shall not constitute an Event
of Default pursuant to Section 6.01(c). 
  

	 	Section 8.04	 Conditions to Legal or Covenant Defeasance. 



In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public
accountants delivered to the Trustee, to pay the principal of, premium, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 

  
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 (b) in the case of an election under Section 8.02 hereof, the Company must deliver to
the Trustee an Opinion of Counsel confirming that: 
 (1) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling; or 
 (2) since the date of this Indenture, there has been a change in the applicable
federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the beneficial
owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred; 
 (c) in the case of an election under Section 8.03 hereof, the
Company must deliver to the Trustee an Opinion of Counsel confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound;

 (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 

(f) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 

(g) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  

	 	Section 8.05	 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. 


 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Notes of any Series will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law. 
 The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof 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 the outstanding Notes of the applicable Series. 

  
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 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay
to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  

	 	Section 8.06	 Repayment to Company. 



Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on, any Series of Notes and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall, subject to applicable abandoned property law, be paid to the Company on its
request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company 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 as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  

	 	Section 8.07	 Reinstatement. 



If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s
and any applicable guarantors’ obligations under this Indenture and the applicable Notes and the guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or
interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 
 AMENDMENT,
SUPPLEMENT AND WAIVER 
  

	 	Section 9.01	 Without Consent of Holders of Notes. 



Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes of one or
more Series without the consent of any Holder of a Note: 
 (a) to cure any ambiguity or to correct or supplement any provision contained
herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to conform the provisions of this Indenture to the description of the Notes contained in the
prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding
provision in the offering document; 
 (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to
Article 5 hereof; 

  
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 (d) to make any change that would provide any additional rights or benefits to the Holders
of all or any Series of Notes or that does not adversely affect the rights hereunder of any Holder in any material respect; 
 (e) to comply
with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 
 (f) to provide for the
issuance of and establish the form and terms and conditions of Notes of any Series as permitted by this Indenture; 
 (g) to add guarantees
with respect to the Notes of any Series or to provide security for the Notes of any Series; or 
 (h) to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the Notes 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. 
 Upon the request of the Company accompanied by a Board Resolution authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own
rights, duties or immunities under this Indenture or otherwise. 
  

	 	Section 9.02	 With Consent of Holders of Notes. 



The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series), for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the
Holders of at least a majority in aggregate principal amount of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes of such Series) may waive
compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. 
 It shall not be necessary for
the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of
Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 

After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Notes affected thereby
a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.
However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: 

(a) reduce the principal amount, any premium or change the Stated Maturity of any Note or alter or waive any of the provisions with respect to
the redemption or repurchase of the Notes; 

  
 29 













 (b) reduce the rate (or alter the method of computation) of or extend the time for payment
of interest, including defaulted interest, on any Note; 
 (c) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such Series with respect to a nonpayment default and a
waiver of the payment default that resulted from such acceleration; 
 (d) make the principal of or premium, if any or interest on any Note
payable in currency other than that stated in the Notes; 
 (e) change any place of payment where the Notes of any series or interest
thereon is payable; 
 (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders
of the Notes to receive payments of principal of or premium, interest, if any, on the Notes and to institute suit for the enforcement of any such payments; 

(g) make any change in the foregoing amendment and waiver provisions; or 

(h) reduce the percentage in principal amount of any Notes, the consent of the Holders of which is required for any of the foregoing
modifications or otherwise necessary to modify or amend this Indenture or to waive any past Defaults. 
  

	 	Section 9.03	 Compliance with Trust Indenture Act. 



Every amendment to this Indenture or the Notes of one or more Series will be set forth in a supplemental indenture hereto that complies with
the TIA as then in effect. 
  

	 	Section 9.04	 Revocation and Effect of Consents. 



Until an amendment or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke
the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

 

	 	Section 9.05	 Notation on or Exchange of Notes. 



The Trustee may place an appropriate notation about an amendment or waiver on any Note of any Series thereafter authenticated. The Company in
exchange for Notes of that Series may issue and the Trustee shall authenticate upon request new Notes of that Series that reflect the amendment or waiver. 

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment or waiver. 

 

	 	Section 9.06	 Trustee to Sign Amendments, etc. 



In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution and
delivery of such supplemental indenture are authorized or permitted by this Indenture, and an Opinion of Counsel stating that it will be the legal, valid and binding upon the Company and, in the case of any guarantor, such guarantor, in accordance
with its terms, subject to customary exceptions. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that affects its rights. 

  
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 ARTICLE 10 

SATISFACTION AND DISCHARGE 
  

	 	Section 10.01	 Satisfaction and Discharge. 



This Indenture will be discharged and will cease to be of further effect as to a Series of Notes issued hereunder, when: 

(a) either: 
 (1)
all such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered
to the Trustee for cancellation; or 
 (2) all such Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely
for the benefit of the Holders of such Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any
reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 

(b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a
party or by which the Company, or any guarantor, as applicable, is bound; 
 (c) the Company or any guarantor of such Notes has paid or
caused to be paid all sums payable by it under this Indenture; and 
 (d) the Company has delivered irrevocable instructions to the Trustee
under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 
 In addition,
the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause
(2) of clause (a) of this Section 10.01, the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture. After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the
Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company request shall acknowledge in writing
the discharge of the obligations of the Company (except for those surviving obligations specified in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in
connection therewith). 

  
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	 	Section 10.02	 Application of Trust Money. 



Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 10.01 hereof shall be held
in trust and applied by it, in accordance with the provisions of the Notes with respect to which such deposit was made and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest 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. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with
Section 10.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any applicable
guarantor’s obligations under this Indenture and the applicable Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 hereof; provided that if the Company has made any payment of principal
of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the
Trustee or Paying Agent. 
 ARTICLE 11 

MISCELLANEOUS 
  

	 	Section 11.01	 Trust Indenture Act Controls. 



If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties will
control. 
  

	 	Section 11.02	 Notices. 



Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in Person or by first class
mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Company: 
 The Timken
Company 
 Attention: [    ] 

Facsimile No.: (  ) [    ] 

Telephone No.: (   ) [    ] 

With a copy (which shall be deemed to be an accommodation and not a condition of effectiveness of any notice or communication given to the
Company) to: 
 Jones Day North Point 

901 Lakeside Avenue 
 Cleveland,
Ohio 44114 Attention: Michael J. Solecki, Esq. 
 Facsimile No.: (216) 579-0212 

Telephone No.: (216) 586-7103 

  
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 If to the Trustee: 

U.S. Bank National Association 

1350 Euclid Avenue, Suite 1100 

Cleveland, Ohio 44115 | CN-OH-RN11 

Attention: David A. Schlabach 

Facsimile No.: 216.623.9259 

Telephone No.: 216.623.5987 
 The
Company or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery. 
 Anything contained herein to the contrary notwithstanding, no notice or communication to the
Trustee shall be effective unless actually received by the Trustee at its Corporate Trust Office by a Responsible Officer of the Trustee. 

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or, in the case of Global Notes, pursuant to the Applicable Procedures. Any notice or communication will also be so mailed to any Person described
in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Notwithstanding any other provision of this
Indenture or any Global Note, where this Indenture or any Global Note provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently
given if given to the Depositary (or its designee) pursuant to the Applicable Procedures, including by electronic mail in accordance with the standing instructions from the Depositary. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it. 
 If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same
time. 
 The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing
such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon
such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. 

  
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	 	Section 11.03	 Communication by Holders of Notes with Other Holders of Notes.



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

	 	Section 11.04	 Certificate and Opinion as to Conditions Precedent. 



Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the
Trustee: 
 (1) an Officer’s Certificate stating that, in the opinion of the signers (who may rely upon an Opinion of
Counsel as to matters of law), all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel stating that, in the opinion of such counsel (who may rely upon an Officer’s Certificate as to
matters of fact), all such conditions precedent have been complied with. 
  

	 	Section 11.05	 Statements Required in Certificate or Opinion. 



Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 

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

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

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

 

	 	Section 11.06	 Rules by Trustee and Agents. 



The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 
  

	 	Section 11.07	 Calculation of Foreign Currency Amounts. 



The calculation of the U.S. dollar equivalent amount for any amount denominated in a foreign currency shall be the noon buying rate in the City
of New York as certified by the Federal Reserve Bank of New York on the date on which such determination is required to be made or, if such day is not a day on which such rate is published, the rate most recently published prior to such day. 

 

	 	Section 11.08	 No Personal Liability of Directors, Officers, Employees and Shareholders.



 No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will
have any liability for any obligations of the Company under the Notes, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

  
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	 	Section 11.09	 Governing Law; Submission to Jurisdiction. 



THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES, AND THE GUARANTEES, IF ANY, WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

The Company agrees that any legal action or proceeding with respect to or arising out of this Indenture may be brought in or removed to the
courts of the State of New York or of the United States of America, in each case located in the Borough of Manhattan, The City of New York. By execution and delivery of this Indenture, each of the Company and each guarantor, if any, accepts, for
itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the Company and each guarantor, if any, irrevocably consents to the service
of process out of any of the aforementioned courts in any manner permitted by law. Nothing herein shall affect the right of any party to bring legal action or proceedings in any other competent jurisdiction. The Company and each guarantor, if any,
hereby waives any right to stay or dismiss any action or proceeding under or in connection with this Indenture brought before the foregoing courts on the basis of forum non-conveniens. 

 

	 	Section 11.10	 No Adverse Interpretation of Other Agreements. 



This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  

	 	Section 11.11	 Successors. 



All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will
bind its successors. 
  

	 	Section 11.12	 Severability. 



In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby. 
  

	 	Section 11.13	 Counterpart Originals. 



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

The Trustee shall not have any duty to confirm that the person sending any notice, instruction or other communication (a
“Notice”) by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures
reasonably believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature
provider reasonably acceptable to the Trustee) shall be deemed original signatures for all purposes. Each other party assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to the Trustee, including
without limitation the risk of the Trustee acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Trustee may in any instance and in its sole discretion require that an original
document bearing a manual signature be delivered to the Trustee in lieu of, or in addition to, any such electronic Notice. 

  
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	 	Section 11.14	 Table of Contents, Headings, etc. 



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

	 	Section 11.15	 Waiver of Jury Trial 



EACH OF THE COMPANY, GUARANTOR, IF ANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

 

	 	Section 11.16	 Patriot Act Compliance 



The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee, 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, which information includes
the name, address, tax identification number and formation documents and other information that will allow Trustee to identify the person or legal entity in accordance with the USA Patriot Act. The parties to this Agreement agree that they will
provide the Trustee with such information in order for the Trustee to satisfy the requirements of the USA Patriot Act. 
 [Signatures on
following page] 

  
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 SIGNATURES 
  

							
	Dated as of [                    ]	 		 	
			
		 		 	THE TIMKEN COMPANY
				
		 		 	By:	 	
		 		 		 	  
 Name:

		 		 		 	Title:
			
		 		 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
				
		 		 	By:	 	
		 		 		 	  
 Name:

		 		 		 	Title:


  
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