Form of Senior Indenture



 Exhibit 4.1 
 UNISYS CORPORATION 
 AND 
 DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as Trustee 
 Indenture 
 Dated as of November 26, 2008 







 Cross-Reference Table* 
  

			
	 Trust Indenture Act Section
	  	 Indenture Section

	 310 (a)(1)
	  	6.9
	        (a)(2)
	  	6.9
	        (a)(3)
	  	N.A.
	        (a)(4)
	  	N.A.
	        (a)(5)
	  	6.9
	        (b)
	  	6.8
	        (c)
	  	N.A.
	 311 (a)
	  	6.13
	        (b)
	  	6.13
	        (c)
	  	N.A.
	 312 (a)
	  	4.1, 4.2(a)
	        (b)
	  	4.2(b)
	        (c)
	  	4.2(c)
	 313 (a)
	  	4.4(a)
	        (b)(1)
	  	4.4(a)
	        (b)(2)
	  	4.4(a)
	        (c)
	  	4.4(a)
	        (d)
	  	4.4(b)
	 314 (a)(1)
	  	4.3
	        (a)(2)
	  	4.3
	        (a)(3)
	  	4.3
	        (a)(4)
	  	4.5
	        (b)
	  	N.A.
	        (c)(1)
	  	11.5
	        (c)(2)
	  	11.5
	        (c)(3)
	  	N.A.
	        (d)
	  	N.A.
	        (e)
	  	11.5
	        (f)
	  	N.A.
	 315 (a)
	  	6.1
	        (b)
	  	5.11
	        (c)
	  	6.1
	        (d)
	  	6.1
	        (e)
	  	5.12
	 316 (a) (last sentence)
	  	7.4
	        (a)(1)(A)
	  	5.9
	        (a)(1)(B)
	  	5.10









			
	        (a)(2)
	  	N.A.
	        (b)
	  	5.7
	        (c)
	  	5.10
	 317 (a)(1)
	  	5.2
	        (a)(2)
	  	5.2
	        (b)
	  	3.4
	 318 (a)
	  	11.7

  

	*	This Cross-Reference Table is not part of the Indenture 

  

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	ARTICLE 1	  	 DEFINITIONS
	  	1
			
	SECTION 1.1.	  	 CERTAIN TERMS DEFINED
	  	1
			
	ARTICLE 2	  	 SECURITIES
	  	9
			
	SECTION 2.1.	  	 Forms Generally
	  	9
			
	SECTION 2.2.	  	 Form of Trustee’s Certificate of Authentication
	  	9
			
	SECTION 2.3.	  	 Amount Unlimited; Issuable in Series
	  	10
			
	SECTION 2.4.	  	 Authentication and Delivery of Securities
	  	12
			
	SECTION 2.5.	  	 Execution of Securities
	  	14
			
	SECTION 2.6.	  	 Certificate of Authentication
	  	14
			
	SECTION 2.7.	  	 Denomination and Date of Securities; Payments of Interest
	  	15
			
	SECTION 2.8.	  	 Registration, Transfer and Exchange
	  	15
			
	SECTION 2.9.	  	 Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	  	18
			
	SECTION 2.10.	  	 Cancellation of Securities; Destruction Thereof
	  	20
			
	SECTION 2.11.	  	 Temporary Securities
	  	20
			
	ARTICLE 3	  	 COVENANTS OF THE ISSUER
	  	21
			
	SECTION 3.1.	  	 Payment of Principal and Interest
	  	21
			
	SECTION 3.2.	  	 Offices for Payments, etc
	  	22
			
	SECTION 3.3.	  	 Appointment to Fill a Vacancy in Office of Trustee
	  	22
			
	SECTION 3.4.	  	 Paying Agents
	  	23
			
	SECTION 3.5.	  	 Written Statement to Trustee
	  	24
			
	SECTION 3.6.	  	 Limitation on Mortgages and Liens
	  	24









					
	SECTION 3.7.	  	 Limitation on Sale and Leaseback Transactions
	  	27
			
	ARTICLE 4	  	 SECURITYHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
	  	28
			
	SECTION 4.1.	  	 Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders
	  	28
			
	SECTION 4.2.	  	 Preservation and Disclosure of Securityholders’ Lists
	  	28
			
	SECTION 4.3.	  	 Reports by the Issuer
	  	30
			
	SECTION 4.4.	  	 Reports by the Trustee
	  	30
			
	ARTICLE 5	  	 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	  	30
			
	SECTION 5.1.	  	 Event of Default Defined; Acceleration of Maturity; Waiver of Default
	  	30
			
	SECTION 5.2.	  	 Collection of Indebtedness by Trustee; Trustee May Prove Debt
	  	33
			
	SECTION 5.3.	  	 Application of Proceeds
	  	36
			
	SECTION 5.4.	  	 Suits for Enforcement
	  	37
			
	SECTION 5.5.	  	 Restoration of Rights on Abandonment of Proceedings
	  	38
			
	SECTION 5.6.	  	 Limitations on Suits by Securityholders
	  	38
			
	SECTION 5.7.	  	 Unconditional Right of Securityholders to Institute Certain Suits
	  	39
			
	SECTION 5.8.	  	 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	  	39
			
	SECTION 5.9.	  	 Control by Holders of Securities
	  	39
			
	SECTION 5.10.	  	 Waiver of Past Defaults
	  	40
			
	SECTION 5.11.	  	 Trustee to Give Notice of Default
	  	41
			
	SECTION 5.12.	  	 Right of Court to Require Filing of Undertaking to Pay Costs
	  	41

  

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	ARTICLE 6	  	 CONCERNING THE TRUSTEE
	  	42
			
	SECTION 6.1.	  	 Duties and Responsibilities of the Trustee; During Default; Prior to Default
	  	42
			
	SECTION 6.2.	  	 Certain Rights of the Trustee
	  	43
			
	SECTION 6.3.	  	 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
	  	45
			
	SECTION 6.4.	  	 Trustee and Agents May Hold Securities; Collections, etc
	  	45
			
	SECTION 6.5.	  	 Moneys Held by Trustee
	  	46
			
	SECTION 6.6.	  	 Compensation and Indemnification of Trustee and Its Prior Claim
	  	46
			
	SECTION 6.7.	  	 Right of Trustee to Rely on Officers’ Certificate, etc
	  	47
			
	SECTION 6.8.	  	 Qualification of Trustee
	  	47
			
	SECTION 6.9.	  	 Persons Eligible for Appointment as Trustee
	  	47
			
	SECTION 6.10.	  	 Resignation and Removal; Appointment of Successor Trustee
	  	48
			
	SECTION 6.11.	  	 Acceptance of Appointment by Successor Trustee
	  	50
			
	SECTION 6.12.	  	 Merger, Conversion, Consolidation or Succession to Business of Trustee
	  	51
			
	SECTION 6.13.	  	 Preferential Collection of Claims Against the Issuer
	  	52
			
	ARTICLE 7	  	 CONCERNING THE SECURITYHOLDERS
	  	52
			
	SECTION 7.1.	  	 Evidence of Action Taken by Securityholders
	  	52
			
	SECTION 7.2.	  	 Proof of Execution of Instruments and of Holding of Securities
	  	52
			
	SECTION 7.3.	  	 Holders to be Treated as Owners
	  	52
			
	SECTION 7.4.	  	 Securities Owned by Issuer Deemed Not Outstanding
	  	53
			
	SECTION 7.5.	  	 Right of Revocation of Action Taken
	  	54

  

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	ARTICLE 8	  	 SUPPLEMENTAL INDENTURES
	  	54
			
	SECTION 8.1.	  	Supplemental Indentures Without Consent of Securityholders	  	54
			
	SECTION 8.2.	  	Supplemental Indentures With Consent of Securityholders	  	56
			
	SECTION 8.3.	  	Effect of Supplemental Indenture	  	57
			
	SECTION 8.4.	  	Documents to Be Given to Trustee	  	58
			
	SECTION 8.5.	  	Notation on Securities in Respect of Supplemental Indentures	  	58
			
	ARTICLE 9	  	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	  	59
			
	SECTION 9.1.	  	Issuer May Consolidate, etc., on Certain Terms	  	59
			
	SECTION 9.2.	  	Successor Issuer Substituted	  	59
			
	SECTION 9.3.	  	Opinion of Counsel to Trustee	  	60
			
	ARTICLE 10	  	SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS	  	60
			
	SECTION 10.1.	  	Satisfaction and Discharge of Indenture	  	60
			
	SECTION 10.2.	  	Application of Trust Money	  	61
			
	SECTION 10.3.	  	Defeasance Upon Deposit of Funds or Government Obligations	  	62
			
	SECTION 10.4.	  	Repayment of Moneys Held by Paying Agent	  	63
			
	SECTION 10.5.	  	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	  	63
			
	SECTION 10.6.	  	Reinstatement	  	64
			
	ARTICLE 11	  	MISCELLANEOUS PROVISIONS	  	64
			
	SECTION 11.1.	  	Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability	  	64
			
	SECTION 11.2.	  	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	  	64

  

 4 









					
	SECTION 11.3.	  	 Successors and Assigns of Issuer Bound by Indenture
	  	65
			
	SECTION 11.4.	  	 Notices and Demands on Issuer, Trustee and Holders of Securities
	  	65
			
	SECTION 11.5.	  	 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein
	  	65
			
	SECTION 11.6.	  	 Payments Due on Saturdays, Sundays and Holidays
	  	66
			
	SECTION 11.7.	  	 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939
	  	67
			
	SECTION 11.8.	  	 New York Law to Govern
	  	67
			
	SECTION 11.9.	  	 Counterparts
	  	67
			
	SECTION 11.10.	  	 Effect of Headings
	  	67
			
	SECTION 11.11.	  	 Securities in a Foreign Currency
	  	67
			
	SECTION 11.12.	  	 Judgment Currency
	  	68
			
	SECTION 11.13.	  	 USA Patriot Act
	  	69
			
	ARTICLE 12	  	 REDEMPTION OF SECURITIES AND SINKING FUNDS
	  	69
			
	SECTION 12.1.	  	 Applicability of Article
	  	69
			
	SECTION 12.2.	  	 Notice of Full and Partial Redemption; Partial Redemptions
	  	69
			
	SECTION 12.3.	  	 Payment of Securities Called for Redemption
	  	71
			
	SECTION 12.4.	  	 Exclusion of Certain Securities from Eligibility for Selection for Redemption
	  	71
			
	SECTION 12.5.	  	 Mandatory and Optional Sinking Funds
	  	72

  

 5 








 THIS INDENTURE, dated as of November 26, 2008 between UNISYS CORPORATION, a Delaware corporation
(the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely as Trustee (the “Trustee”). 
 W I T N E S S E T H: 
 WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured and unsubordinated
debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and, to
provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this Indenture; and 
 WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done. 
 NOW, THEREFORE: 
 In consideration of the premises and the purchases of the Securities by the holders
thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities as follows: 
 ARTICLE 1 
 DEFINITIONS 
 SECTION 1.1. Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions
of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise
clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All accounting 








 
terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and
the term “generally accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation. 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. The terms defined in this Article have the meanings assigned to them in this Article
and include the plural as well as the singular. 
 “Affiliated Corporation” means any corporation which is controlled by the
Issuer but which is not a Subsidiary of the Issuer pursuant to the definition of the term “Subsidiary.” 
 “Attributable
Debt” means, as to any particular Sale and Leaseback Transaction, at any date as of which the amount thereof is to be determined, the total amount determined by multiplying (i) the aggregate sale price of the Real Property subject to
such arrangement by (ii) a fraction, the numerator of which is the number of months in the unexpired term of the lease of such Real Property and the denominator of which is the number of months in the full term of such lease (in each case,
excluding any renewal term unless the renewal is at the option of the lessor). 
 “Board of Directors” means either the
Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf. 
 “Board Resolution”
means a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect, and delivered to the Trustee. 
 “Business Day” means, with respect to any Security, a day that is not a day on which banking institutions are authorized or required by
law or regulation to be closed (a) in the City of New York or (b) if the currency in which the Security is denominated is other than Dollars, the financial center of the country issuing the currency in which the Security is denominated
(which, in the case of the Euro, shall be Brussels, Belgium). 
 “Code” means the Internal Revenue Code of 1986, as amended
from time to time. 
  

 2 








 “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date. 
 “Consolidated Stockholders’ Equity” means, with respect to any Person as
of any date, all amounts that would be reflected in stockholders’ equity on a consolidated balance sheet of such Person determined in accordance with generally accepted accounting principles in the United States, excluding any direct equity
adjustments to such consolidated stockholders’ equity effected pursuant to Statement of Financial Accounting Standards No. 52—“Foreign Currency Translation”, Statement of Financial Accounting Standards No. 133 –
“Accounting for Derivative Instruments and Hedging Activities”, Statement of Financial Accounting Standards No. 87 – “Employers’ Accounting for Pensions”, Statement of Financial Accounting Standards No. 115
– “Accounting for Certain Investments in Debt and Equity Securities” and/or similar non-cash direct equity adjustments required by generally accepted accounting principles. 
 “Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular
time, be principally administered, which office of Deutsche Bank Trust Company Americas at the date of the execution of this Indenture is located at 60 Wall Street, MSNYC60-2710, New York, NY 10005, Attn: Trust & Securities Services.

 “Depositary” means, with respect to the Securities of any series issuable or issued in the form of one or more Global
Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.3 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean
or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Global
Securities of that series. 
 “Dollar” means the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts. 
  

 3 








 “Euro” means the official currency of the member states of the European Union.

 “Event of Default” shall have the meaning set forth in Section 5.1. 
 “Foreign Currency” means a currency issued by the government of a country other than the United States and includes the Euro.

 “Funded Debt” means any indebtedness for money borrowed, created, issued, incurred, assumed or guaranteed which would, in
accordance with generally accepted accounting practice, be classified as long-term debt, but in any event including all indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the
obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities). 
 “Global Security” means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.4, and bearing the legend prescribed in Section 2.4.

 “Holder”, “holder of Securities”, “Securityholder” or other similar terms mean the
person in whose name such Security is registered in the security register kept by or on behalf of the Issuer for that purpose in accordance with the terms hereof. 
 “Indenture” means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms
of particular series of Securities established as contemplated hereunder. 
 “Interest” means, when used with respect to
non-interest bearing Securities, interest payable after maturity. 
 “Issuer” means (except as otherwise provided in Article
Six) Unisys Corporation and, subject to Article Nine, its successors and assigns. 
 “Issuer Order” means a written
statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, any vice chairman of the Board of Directors, the chief executive officer, the president, any vice president or the treasurer of the Issuer.

  

 4 








 “Officers’ Certificate” means a certificate signed by two officers of the Issuer,
one of whom must be the chief financial officer of the Issuer, and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 11.5. 
 “Opinion of Counsel” means an opinion in writing signed by the general corporate counsel or such other legal counsel who may be an
employee of or counsel to the Issuer. Each such opinion shall include the statements provided for in Section 11.5, if and to the extent required thereby. 
 “Original Issue Date” of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which such Security was
issued (directly or indirectly) on registration of transfer, exchange or substitution. 
 “Original Issue Discount Security”
means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.1. 
 “Outstanding” (except as otherwise provided in Section 6.8), when used with reference to Securities, shall, subject to the
provisions of Section 7.4, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except 
 (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
 (b) Securities, or portions thereof, for the payment or redemption of which moneys or government obligations (as provided for in Section 10.3) in the necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the holders of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions
thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and 
  

 5 








 (c) Securities in substitution for which other Securities shall have been authenticated
and delivered, or which shall have been paid, pursuant to the terms of Section 2.9 (except with respect to any such Security as to which proof satisfactory to the Trustee and the Issuer is presented that such Security is held by a person in
whose hands such Security is a legal, valid and binding obligation of the Issuer). 
 In determining whether the Holders of the requisite
principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.1. 
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “principal”, whenever
used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”. 
 “Real Property” means any real property, and any building, structure or other facility thereon, located within the United States (other than its territories or possessions) owned by the Issuer or any Subsidiary the gross
book value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 1% of Consolidated Stockholders’ Equity, other than any such real property, building, structure or other
facility or portion thereon, that, in the opinion of the Board of Directors, is not of material importance to the business conducted by the Issuer and its Subsidiaries, taken as a whole. 
 “Responsible Officer” when used with respect to the Trustee means any officer within the Corporate Trust Department (or any successor
group of the Trustee) with direct responsibility for the administration of this 

  

 6 








 
Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge and
familiarity with the particular subject. 
 “Sale and Leaseback Transaction” has the meaning specified in Section 3.7.

 “Security” or “Securities” (except as otherwise provided in Section 6.8) has the meaning stated in
the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture. 
 “Subsidiary” means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation, irrespective of whether or
not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency, is at the time, directly or indirectly, owned or controlled by the Issuer or by one or more
Subsidiaries thereof, or by the Issuer and one or more Subsidiaries, provided, however, that such term shall not include any corporation controlled by the Issuer (herein referred to as an “Affiliated Corporation”) which: 
 (i) does not transact any substantial portion of its business or regularly maintain any substantial portion of its operating assets within the continental
limits of the United States; 
 (ii) is principally engaged in the business of financing (including, without limitation, the purchase,
holding, sale or discounting of or lending upon any accounts receivable, notes, contracts, leases or other forms of obligations) the sale or lease of merchandise, equipment or services (a) by the Issuer, (b) by a Subsidiary (whether such
sales or leases have been made before or after the date when such corporation became a Subsidiary), (c) by another Affiliated Corporation or (d) by any corporation prior to the time when substantially all its assets have heretofore been or
shall hereafter have been acquired by the Issuer; 
 (iii) is principally engaged in the business of owning, leasing, dealing in or
developing real property; or 
  

 7 








 (iv) is principally engaged in the holding of stock in, and/or the financing of operations of, an
Affiliated Corporation. 
 “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and,
subject to the provisions of Article Six, shall also include any successor trustee. 
 “Trust Indenture Act of 1939” means
the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was originally executed; provided, however, that if the Trust Indenture Act of 1939 is amended, then Trust Indenture Act of 1939 shall mean the Trust
Indenture Act of 1939 as so amended. 
 “vice president”, when used with respect to the Issuer or the Trustee, means any
vice president, whether or not designated by a number or a word or words added before or after the title of “vice president”. 
 “Wholly Owned Subsidiary” means a Subsidiary of which all of the outstanding voting stock (other than directors’ qualifying shares) is at the time, directly or indirectly, owned by the Issuer and/or by one or more
Wholly Owned Subsidiaries. 
 “Yield to Maturity” means the yield to maturity on a series of securities, calculated at the
time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice. 
  

 8 








 ARTICLE 2 
 SECURITIES 
 SECTION 2.1. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in such
Board Resolution, an Officers’ Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities. 
 The definitive Securities may be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities as evidenced by their execution of such Securities. 
 SECTION 2.2. Form of Trustee’s
Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form: 
 This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. 
  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Trustee
		
	By:	 	  

		 	Authorized Officer


  

 9 








 SECTION 2.3. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series. There shall
be established in or pursuant to one or more Board Resolutions of the Board of Directors and set forth in a Board Resolution, or to the extent established pursuant to (rather than set forth in) such Board Resolution in an Officers’ Certificate
detailing such establishment, and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, 
 (1) the designation of the Securities of the series (which may be part of a series of Securities previously issued); 
 (2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration and
transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.8, 2.9, 2.11 or 12.3); 
 (3) any date on which the principal of, and premium, if any, on the Securities of the series is payable; 
 (4) the
rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record shall be taken for the determination of Holders
to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined and the basis on which interest shall be calculated if other than a 360-day year consisting of twelve 30-day months; 
 (5) the place or places where the principal of, and premium, if any, or any interest on Securities of the series shall be payable (if
other than as provided in Section 3.2); 
 (6) the price or prices at which, the period or periods within which and the
terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise; 
  

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 (7) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the
series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the
series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
 (8) if other than
denominations of $1,000 and any multiple of $1,000 thereafter, the denominations in which Securities of the series shall be issuable; 
 (9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof; 
 (10) the currency or currencies or currency unit or currency units in which the Securities of that series are denominated (including but
not limited to Dollars, any Foreign Currency or Euros) and the aggregate principal amount of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration and transfer
of, or in exchange for, or in lieu of, other Securities of such series pursuant to this Indenture); 
 (11) if other than the
currency or currencies or currency unit or currency units in which the Securities of that series are denominated, the currency or currencies or currency unit or currency units in which payment of the principal of, premium, if any, or interest on the
Securities of such series shall or may be payable; 
 (12) if the principal of, premium, if any, or interest on the Securities
of such series are to be payable, at the election of the Issuer or a holder thereof, in a currency or currencies or currency unit or currency units other than that in which the Securities are denominated, the period or periods within which, and the
terms and conditions upon which, such election may be made; 
  

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 (13) if the amount of payments of principal of, premium, if any, and interest on the
Securities of the series may be determined with reference to an index based on a currency or currencies or currency unit or currency units other than that in which the Securities of the series are denominated, the manner in which such amount shall
be determined; 
 (14) whether the Securities of the series are to be convertible or exchangeable for other securities of the
Issuer or any other Person and the terms and conditions thereof; 
 (15) whether any of the Securities of the series will be
issuable as Global Securities; 
 (16) any trustees, depositaries, authenticating or paying agents, transfer agents or
registrars or any other agents with respect to the Securities of such series; and 
 (17) any other terms of the series (which
terms shall not be inconsistent with the provisions of this Indenture). 
 SECTION 2.4. Authentication and Delivery of Securities. The
Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities
to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section), or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. In
authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in conclusively
relying upon: 
 (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities
are not to be delivered to the Issuer; 
 (2) any Board Resolution, Officers’ Certificate and/or executed supplemental
indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities were established; 
  

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 (3) an Officers’ Certificate setting forth the form and terms of the Securities
stating that the form and terms of the Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and 
 (4) an Opinion of Counsel to the effect that: 
 (a) the form or forms and terms of such Securities have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and 
 (b) such Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
 The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall
determine that such action would expose the Trustee to personal liability to existing Holders. 
 If the Issuer shall establish pursuant to
Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (ii) shall
be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the 

  

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Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:
“Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or 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 successor Depositary.” 
 Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934
and any other applicable statute or regulation. 
 SECTION 2.5. Execution of Securities. The Securities shall be signed on behalf of
the Issuer by the chairman of its Board of Directors, any vice chairman of its Board of Directors, its chief executive officer, its president, any vice president or its treasurer. Such signature may be the manual or facsimile signature of the
present or any future such officers. The seal of the Issuer may be (but need not be) impressed, affixed, imprinted or otherwise reproduced on the Securities and may be a facsimile thereof. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. 
 In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and
any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such
person was not such an officer. 
 SECTION 2.6. Certificate of Authentication. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive 

  

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evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this
Indenture. 
 SECTION 2.7. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable
as registered securities without coupons and in denominations established as contemplated by Section 2.3 or, if not so established, in denominations of $1,000 and any multiple thereof. The Securities of each series shall be numbered, lettered
or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof. 
 Each Security shall be dated the date of its authentication. The Securities of each series shall bear interest, if any, from the date, and such interest
shall be payable on the dates, established as contemplated by Section 2.3. 
 The person in whose name any Security of any series is
registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date
notwithstanding any registration of transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than
five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Securities not less than 15 days preceding such subsequent record date. The term
“record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Securities of such series
established as contemplated by Section 2.3. 
 SECTION 2.8. Registration, Transfer and Exchange. The Issuer will keep or cause to
be kept at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Securities a 

  

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register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Securities of such series
and the registration of transfer of Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times during
normal business hours such register or registers shall be open for inspection by the Trustee. 
 Upon due presentation for registration of
transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series, maturity date, interest rate and Original Issue Date in authorized denominations for a like aggregate principal amount. 
 At the option of the Holder thereof, Securities of any series (except a Global Security) may be exchanged for a Security or Securities of such series,
maturity date, interest rate and Original Issue Date of other authorized denominations and of a like aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer which shall be maintained for such purpose
in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or registration of transfer provided for in this Indenture shall be promptly canceled and destroyed by the Trustee in
accordance with its normal procedures. 
 All Securities presented for registration of transfer, exchange, redemption or payment shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder or his attorney duly authorized in
writing. 
 The Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. 
  

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 The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any
series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case
of any Security to be redeemed in part, the portion thereof not so to be redeemed. 
 Notwithstanding any other provision of this
Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
 If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a
successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.3 that such Securities be
represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate
and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities
in exchange for such Global Security or Securities. 
 The Issuer may at any time and in its sole discretion determine that the Securities of
any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities, in exchange for such Global Security or Securities. 
  

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 If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a
Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge, 
 (i) to the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s
beneficial interest in the Global Security; and 
 (ii) to such Depositary a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above. 
 Upon the exchange of a Global Security for Securities in definitive registered form, in authorized denominations, such Global Security shall be canceled
by the Trustee. Securities in definitive registered form issued in exchange for a Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

 All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
 SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion 

  

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may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the same series,
maturity date, interest rate and Original Issue Date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the
Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify
and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof. 
 Upon the issuance of any substitute Security, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured or is about to mature or has been called for redemption in full shall become
mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the
applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof. 
 Every substitute Security of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all
the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition that,
to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding
any law or 

  

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statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their
surrender. 
 SECTION 2.10. Cancellation of Securities; Destruction Thereof. All Securities surrendered for payment, redemption,
registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be canceled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall destroy canceled Securities held by it in accordance
with its normal procedures. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the
Trustee for cancellation. 
 SECTION 2.11. Temporary Securities. Pending the preparation of definitive Securities for any series, the
Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series
shall be issuable as Securities, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities of such
series, all as may be determined by the Issuer as evidenced by the execution and authentication thereof. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be
executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish
definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.2, and
the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to Section 2.3. 
  

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 ARTICLE 3 
 COVENANTS OF THE ISSUER 
 SECTION 3.1. Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to the
terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in this Indenture. The interest on Securities (together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders thereof and at the option of the Issuer may be paid (i) by mailing checks to or upon the written order of such Holders at their last addresses as they appear on the
registry books of the Issuer or (ii) by wire transfer to bank accounts maintained by such Holders. 
 Notwithstanding any provisions of
this Indenture and the Securities of any series to the contrary, if the Issuer and a Holder of any Security so agree or if expressly provided pursuant to Section 2.3, payments of interest on, and any portion of the principal of, such
Holder’s Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of principal on such Security) shall be made by the Paying Agent, upon receipt from the Issuer of the immediately available
funds by 10:00 a.m., New York City time (or such other time as may be agreed to between the Issuer and the Paying Agent), directly to the Holder of such Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written
instructions to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and in the case of payments of principal surrenders the same to the
Trustee in exchange for a Security or Securities aggregating the same principal amount as the unredeemed principal amount of the Securities surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant
to this Section 3.1 unless a new instruction is delivered 15 days prior to a payment date. The Issuer will indemnify and hold each of the 

  

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Trustee and any Paying Agent harmless against any loss, liability or expense (including attorneys’ fees) resulting from any act or omission to act on
the part of the Issuer or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement. 
 SECTION 3.2. Offices for Payments, etc. The Issuer will maintain or cause to be maintained in The City of New York, an agency where the Securities of each series may be presented for payment, an agency where the Securities of each
series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3, an agency where the Securities of each series may be presented for registration of transfer as in this Indenture provided.

 The Issuer will maintain or cause to be maintained in The City of New York, an agency where notices and demands to or upon the Issuer in
respect of the Securities of any series or this Indenture may be served. The Issuer will give to the Trustee written notice of the location of each such agency and of any change of location thereof. 
 In case the Issuer shall fail to maintain any such agency in The City of New York, or shall fail to give such notice of the location or of any change in
the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. 
 The
Issuer may from time to time designate one or more agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to
Section 2.3 and where the Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in the immediately preceding paragraphs. The Issuer will give to the Trustee
prompt written notice of any such designation or rescission thereof. 
 SECTION 3.3. Appointment to Fill a Vacancy in Office of
Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of
Securities hereunder. 
  

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 SECTION 3.4. Paying Agents. Whenever the Issuer shall appoint a paying agent other than the
Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, 
 (a) that it will hold all sums received by it as such agent for the payment of the principal of or interest, if any, on the Securities of
such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the Holders of the Securities of such series, or of the Trustee, and 
 (b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make
any payment of the principal of or interest, if any, on the Securities of such series when the same shall be due and payable. 
 The Issuer
will, on or prior to 10:00 a.m. on each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the
Trustee) the Issuer will promptly notify the Trustee of any failure to take such action. 
 If the Issuer shall act as its own paying agent
with respect to the Securities of any Series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such
series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action. 
 Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

  

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 Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided
in this Section is subject to the provisions of Sections 10.4 and 10.5. 
 SECTION 3.5. Written Statement to Trustee. The Issuer will
deliver to the Trustee, within 120 days after the end of each fiscal year, commencing with the fiscal year in which the Securities are first issued, a written statement, signed by two of its officers (which need not comply with Section 11.5),
stating that in the course of the performance of their duties as officers of the Issuer they would normally have knowledge of any default by the Issuer in the performance or fulfillment of any covenant, agreement or condition contained in this
Indenture, stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. 
 SECTION 3.6. Limitation on Mortgages and Liens. The Issuer shall not at any time, directly or indirectly, create or assume and shall not cause or
permit a Subsidiary, directly or indirectly, to create or assume, otherwise than in favor of the Issuer or a Wholly Owned Subsidiary, any mortgage, pledge or other lien or encumbrance upon any Real Property or upon any stock or indebtedness of any
Subsidiary, whether now owned or hereafter acquired, without making effective provision (and the Issuer covenants that in such case it will make or cause to be made effective provision) whereby the Securities and any other indebtedness of the Issuer
then entitled thereto shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably with any and all other obligations and indebtedness thereby secured, so long as any such other obligations and indebtedness shall be so secured;
provided, however, that the foregoing covenant shall not be applicable to the following: 
 (a)(i) any mortgage, pledge or other lien or
encumbrance existing as of the date of this Indenture, or (ii) any mortgage, pledge or other lien or encumbrance on any property hereafter acquired or constructed by the Issuer or a Subsidiary, or on which property so constructed is located,
and created prior to, contemporaneously with or within 180 days after, such acquisition or construction or the commencement of commercial operation of such property to secure or provide for the payment of any part of the purchase or construction
price of such property, or (iii) the acquisition by the Issuer or a Subsidiary of such property subject to any mortgage, pledge, or other lien or encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed
by the Issuer or such Subsidiary, 

  

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or (iv) any mortgage, pledge, or other lien or encumbrance existing on the property, shares of stock or indebtedness of a corporation at the time such
corporation shall become a Subsidiary, or (v) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired or constructed; provided that the lien of any such mortgage, pledge or other lien
does not spread to property owned prior to such acquisition or construction or to other property thereafter acquired or constructed other than additions to such acquired or constructed property and other than property on which property so
constructed is located, and provided, further, that if a firm commitment from a bank, insurance company or other lender or investor (not including the Issuer, a Subsidiary or an Affiliate of the Issuer) for the financing of the acquisition or
construction of property is made prior to, contemporaneously with or within the 180 day period hereinabove referred to, the applicable mortgage, pledge, lien or encumbrance shall be deemed to be permitted by this subsection (a) whether or not
created or assumed within such period; 
 (b) any mortgage, pledge or other lien or encumbrance created for the sole purpose of extending,
renewing or refunding any mortgage, pledge, lien or encumbrance permitted by subsection (a) of this Section; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of the indebtedness
being extended, renewed or refunded and that such extension, renewal or refunding of any mortgage, pledge, lien or encumbrance shall be limited to all or any part of the same property that secured the mortgage, pledge or other lien or encumbrance
extended, renewed or refunded; 
 (c) liens for taxes or assessments or governmental charges or levies not then due and delinquent or the
validity of which is being contested in good faith, and against which an adequate reserve has been established; pledges or deposits to secure public or statutory obligations or to secure performance in connection with bids or contracts;
materialmen’s, mechanics’, carrier’s, workmen’s, repairmen’s or other like liens, or deposits to obtain the release of such liens; deposits to secure surety, stay, appeal or customs bonds; liens created by or resulting from
any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings; licenses or leases or patents, trademarks or trade names; leases and liens, rights of reverter and other possessory rights of the lessor
thereunder; zoning restrictions, easements, rights-of-way or other restrictions on the use of real property or minor irregularities in the title thereto; and any other liens and encumbrances similar to those described in this subsection, the
existence of 

  

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which does not, in the opinion of the Issuer, materially impair the use by the Issuer or a Subsidiary of the affected property in the operation of the
business of the Issuer or a Subsidiary, or the value of such property for the purposes of such business; 
 (d) any contracts for production,
research or development with or for the Government, directly or indirectly, providing for advance, partial or progress payments on such contracts and for a lien, paramount to all other liens, upon money advanced or paid pursuant to such contracts,
or upon any material or supplies in connection with the performance of such contracts to secure such payments to the Government; and liens or other evidences of interest in favor of the Government, paramount to all other liens, on any equipment,
tools, machinery, land or buildings hereafter constructed, installed or purchased by the Issuer or a Subsidiary primarily for the purpose of manufacturing or providing any product or performing any development work, directly or indirectly, for the
Government to secure indebtedness incurred and owing to the Government for the construction, installation or purchase of such equipment, tools, machinery, land or buildings. For the purpose of this subsection (d), “Government” shall mean
the Government of the United States of America and any department or agency thereof; 
 (e) any mortgage, pledge or other lien or encumbrance
created after the date of this Indenture on any property leased to or purchased by the Issuer or a Subsidiary after that date and securing, directly or indirectly, obligations issued by a State, a territory or a possession of the United States, or
any political subdivision of any of the foregoing, or the District of Columbia, to finance the cost of acquisition or cost of construction of such property, provided that the interest paid on such obligations is entitled to be excluded from gross
income of the recipient pursuant to Section 103 of the Code (or any successor to such provision) as in effect at the time of the issuance of such obligations; 
 (f) any pledge of notes, chattel mortgages, leases, accounts receivable, trade acceptances and other paper arising in the ordinary course of business, out of installment or conditional sales to or by, or other
transactions involving title retention with, distributors, dealers or other customers, of merchandise, equipment or services; and 
 (g) any
mortgage, pledge or other lien or encumbrance not otherwise permitted under this Section, provided the aggregate amount of 

  

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indebtedness secured by all such mortgages, pledges, liens or encumbrances, together with the Attributable Debt in respect of Sale and Leaseback Transactions
not otherwise permitted except under Section 3.7(a) does not exceed the greater of $250,000,000 or 5% of Consolidated Stockholders’ Equity. 
 SECTION 3.7. Limitation on Sale and Leaseback Transactions. The Issuer shall not, and shall not permit any Subsidiary to, sell or transfer (except to the Issuer or one or more Wholly Owned Subsidiaries, or
both) any Real Property with the intention of taking back a lease of such property other than a lease for a temporary period (not exceeding 36 months) with the intent that the use by the Issuer or such Subsidiary of such property will be
discontinued on or before the expiration of such period (herein referred to as a “Sale and Leaseback Transaction”) unless either: 
 (a) the sum of the Attributable Debt with respect to property involved in Sale and Leaseback Transactions not otherwise permitted under this Section plus the aggregate amount of indebtedness secured by all mortgages, pledges, liens and
encumbrances not otherwise permitted except under Section 3.6(g) does not exceed the greater of $250,000,000 or 5% of Consolidated Stockholders’ Equity, or 
 (b) the Issuer within 120 days after the sale or transfer shall have been made by the Issuer or by any such Subsidiary applies an amount equal to the greater of (i) the net proceeds of the sale of the Real
Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the Real Property sold and leased back at the time of entering into such arrangement (which may be conclusively determined by the Board of Directors) to
the retirement of the Securities or other Funded Debt of the Company ranking on a parity with the Securities; provided, that the amount required to be applied to the retirement of outstanding Securities or other Funded Debt of the Issuer pursuant to
this clause (b) shall be reduced by (1) the principal amount of any Securities delivered within 120 days after such sale to the Trustee for retirement and cancellation, and (2) the principal amount of any other Funded Debt of the
Issuer ranking on a parity with the Securities voluntarily retired by the Issuer within 120 days after such sale, whether or not any such retirement of Funded Debt shall be specified as being made pursuant to this clause (b). Notwithstanding the
foregoing, no retirement referred to in this clause (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. 
  

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 ARTICLE 4 
 SECURITYHOLDERS’ LISTS AND REPORTS BY THE 
 ISSUER AND THE TRUSTEE 
 SECTION 4.1. Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders. The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities of each series: 
 (a) semiannually and not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove
specified, as of such record date and on dates to be determined pursuant to Section 2.3 for non-interest bearing securities in each year, and 
 (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished,

 provided that if and so long as the Trustee shall be the Security registrar for such series, such list shall not be required to be furnished.

 SECTION 4.2. Preservation and Disclosure of Securityholders’ Lists. (a) The Trustee shall preserve, in as current a form
as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities (i) contained in the most recent list furnished to it as provided in Section 4.1 or (ii) received by it in the
capacity of Security registrar for such series, if so acting. The Trustee may destroy any list furnished to it as provided in Section 4.1 upon receipt of a new list so furnished. 
 (b) In case three or more holders of Securities (hereinafter referred to as “applicants”) apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a 

  

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period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other
holders of Securities of a particular series (in which case the applicants must all hold Securities of such series) or with Holders of all Securities with respect to their rights under this Indenture or under such Securities and such application is
accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either 
 (i) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section, or 
 (ii) inform such applicants as to the approximate number of holders of Securities
of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the approximate cost
of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application. 
 If the Trustee shall
elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Securityholder of such series or all Securities, as the case may be, whose name and address appears in
the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their
application. 
 (c) Each and every holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that
neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Securities in accordance with the provisions
of Section 4.1 or this Section, regardless of the source from which 

  

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such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under
subsection (b) of this Section. 
 SECTION 4.3. Reports by the Issuer. The Issuer covenants to file with the Trustee and the
Commission, and transmit to Holders of Securities, such information, documents and reports and such summaries thereof as may be required by the Trust Indenture Act of 1939 at the times and in the manner provided pursuant to such Act; provided that
any such information, documents or reports which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the
same are required to be filed with the Commission. 
 SECTION 4.4. Reports by the
Trustee. (a) Within 60 days after each May 15th, beginning with May 15, 2004, the Trustee shall transmit to the Securityholders
of each series a brief report dated as of such reporting date that complies with Section 313(a) of the Trust Indenture Act of 1939, if such a report is required pursuant to Section 313(a) of the Trust Indenture Act of 1939. The Trustee
also shall comply with Section 313(b) of the Trust Indenture Act of 1939. The Trustee shall also transmit all reports as required by Section 313(c) of the Trust Indenture Act of 1939. 
 (b) A copy of each such report shall, at the time of such transmission to Securityholders, be furnished to the Issuer and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable series are listed and also with the Commission. The Issuer agrees to notify the Trustee with respect to any series when and as the Securities of such series become admitted to trading
on any national securities exchange. 
 ARTICLE 5 
 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS 
 ON EVENT OF DEFAULT 
 SECTION 5.1. Event of Default Defined; Acceleration of Maturity; Waiver of Default. “Event of Default” with respect to Securities of any
series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (a) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; 
  

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 (b) default in the payment of all or any part of the principal of, or premium (if any)
on, any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; 
 (c) default in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of the
Securities of such series; 
 (d) default in the performance, or breach, of any covenant or warranty of the Issuer in respect
of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such
series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; 
 (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its
property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; 
  

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 (f) the Issuer shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or 
 (g) any other Event of Default provided in a supplemental indenture or resolution of the Board of Directors under which such series of
Securities is issued or in the form of Security for such series. 
 If an Event of Default with respect to Securities of any series at the time Outstanding
occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding hereunder by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable. 
 The foregoing provisions, however, are subject to the condition that if, at any time
after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the
Securities of such series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified 

  

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in the Securities of such series, to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all reasonable advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the
Indenture with respect to the Securities of that series, other than the non-payment of the principal of Securities of that series which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein
— then and in every such case the holders of a majority in aggregate principal amount of all the Securities of such series then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to such series
and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. 
 For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes
hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with
interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. 
 SECTION 5.2. Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that in case (a) default shall be made in the payment of any installment of interest on any of the Securities of any series when
such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same
shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise, then in either such case, upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit
of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series for principal or interest, as the case may be (with interest to the date of such payment upon 

  

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the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same
rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence or bad faith. 
 In case the Issuer shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon
such Securities, wherever situated, the moneys adjudged or decreed to be payable. 
 In case there shall be pending proceedings relative to
the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon
the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: 
 (a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and 

  

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to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except
as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,

 (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series
in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and 
 (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received
with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee,
and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all reasonable expenses and liabilities incurred, and all reasonable advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to
the Trustee or any predecessor Trustee pursuant to Section 6.6. 
 Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan or reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. 
  

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 All rights of action and of asserting claims under this Indenture, or under any of the Securities of any
series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of reasonable expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. 
 In any proceedings brought by
the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Securities in respect to which such action was
taken, and it shall not be necessary to make any holders of such Securities parties to any such proceedings. 
 SECTION 5.3. Application
of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange
for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid: 
 FIRST: To the
payment of costs and expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all reasonable
expenses and liabilities incurred, and all reasonable advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and all other amounts due to the Trustees or any predecessor Trustee pursuant to
Section 6.6; 
  

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 SECOND: In case the principal of the Securities of such series in respect of which moneys
have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be
made ratably to the persons entitled thereto, without discrimination or preference; 
 THIRD: In case the principal of the
Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest,
with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest
or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of
such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and 
 FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully entitled thereto. 
 SECTION 5.4. Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion (but shall not be obligated to) proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law in equity or in bankruptcy or otherwise, 

  

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whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 
 SECTION 5.5. Restoration
of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to
the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue
as though no such proceedings had been taken. 
 SECTION 5.6. Limitations on Suits by Securityholders. No holder of any Security of
any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Securities of such series then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its
own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with any such action or proceeding and no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any
series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable 

  

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and common benefit of all Holders of Securities of the applicable series. For the protection and enforcement of the provisions of this Section, each and
every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 
 SECTION 5.7.
Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security to receive payment of the principal of and
interest on such Security on or after the respective due dates expressed in such Security, or to institute 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. 
 SECTION 5.8. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as otherwise provided in
Section 5.6 and with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities in the last sentence of Section 2.9, no right or remedy herein conferred upon or reserved to the Trustee or to the
holders of Securities is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 No delay or omission of the Trustee or of any holder of Securities to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 5.6, every power and remedy given by this Indenture or by law to
the Trustee or to the holders of Securities may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the holders of Securities. 
 SECTION 5.9. Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding shall have the right to direct the time, method,
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such 

  

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direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or
if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of any series not joining in the giving of said
direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders. 
 Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders. 
 SECTION 5.10. Waiver of Past Defaults. Subject to
Section 5.1, prior to the declaration of the acceleration of the maturity of the Securities of any series as provided in Section 5.1, the Holders of a majority in aggregate principal amount of the Securities of such series at the time
Outstanding may on behalf of the Holders of all the Securities of such series waive any past default or Event of Default described in clause (d), (e), (f) or (g) of Section 5.1 with respect to such series and its consequences except a
default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities of such
series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred 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. 
  

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 The Issuer may, in the circumstances permitted by the Trust Indenture Act of 1939, fix any day as the
record date for the purpose of determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to
be given or taken by Holders of Securities of such series under Section 5.9 or this Section. If not set by the Issuer prior to the first solicitation of a Holder of Securities of such series made by any Person in respect of any such action, or,
in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 4.1) prior to such first
solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or their duly designated proxies) shall
be entitled to give or take, or vote on, the relevant action. 
 SECTION 5.11. Trustee to Give Notice of Default. The Trustee shall,
within ninety days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series actually known to a Responsible Officer of the Trustee to all Holders of then Outstanding
Securities of that series, by mailing such notice to such Holders at their addresses as they shall appear in the registry books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term
“defaults” for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default). 
 SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities 

  

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Outstanding of such series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any
Security on or after the due date expressed in such Security. 
 ARTICLE 6 
 CONCERNING THE TRUSTEE 
 SECTION 6.1. Duties and Responsibilities of the
Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default actually known to a
Responsible Officer of the Trustee with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
 No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that 
 (a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all
such Events of Default with respect to such series which may have occurred: 
 (i) the duties and obligations of the Trustee
with respect to the Securities of any Series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  

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 (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates
or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty only to examine the same on their face to determine whether or not they conform to the requirements of this
Indenture; 
 (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders pursuant to Section 5.9 relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 
 None of the provisions contained in this Indenture shall require the Trustee to expend or risk funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if, in its opinion, there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. 
 SECTION 6.2. Certain Rights of the Trustee. Subject to Section 6.1: 
 (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers’
Certificate or any other certificate, 

  

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statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, security or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties; 
 (b) any request, direction, order or demand of
the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee
by a copy thereof certified by the secretary or an assistant secretary of the Issuer; 
 (c) the Trustee may consult with
counsel (at the expense of the Issuer) who may be counsel to the Issuer and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel; 
 (d) the Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby; 
 (e)
the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; 
 (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, security, or other paper or
document unless requested in writing so to do by the holders of not less than a majority in aggregate principal amount of the Securities of all series 

  

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affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand; 
 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder; and 
 (h) The Trustee shall not be charged with knowledge of any default or Event of Default unless a Responsible Officer of the Trustee
(i) has actual knowledge of such Default or Event of Default or (ii) the Trustee has been notified in writing by the Issuer or any Holder of Securities. 
 SECTION 6.3. Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities.
The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof. 
 SECTION
6.4. Trustee and Agents May Hold Securities; Collections, etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if
it were not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if operative, may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the
Trustee or such agent. 
  

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 SECTION 6.5. Moneys Held by Trustee. Subject to the provisions of Section 10.5 hereof, all
moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law.
Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder. 
 SECTION 6.6. Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it in connection with this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its
employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee, its officers, directors, employees and agents for, and to hold
it, its officers, directors, employees and agents harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee
and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities, and
the Securities are hereby subordinated to such senior claim. 
  

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 Whenever the Trustee incurs any fees or expenses (including the fees and expenses of its counsel) in
connection with a Default or an Event of Default under Section 5.1 hereof, those fees and expenses are intended to constitute administrative expenses under any bankruptcy law. 
 As security for the performance of the obligations of the Issuer under this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular Securities. 
 The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture. 
 SECTION 6.7. Right of Trustee to Rely on Officers’ Certificate, etc. Subject to Sections 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be provided or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Trustee, be deemed to be conclusively provided and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the
absence of gross negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 
 SECTION 6.8. Qualification of Trustee. The Trustee is subject to Section 310(b) of the Trust Indenture Act of 1939 regarding disqualification
of a trustee upon acquiring any conflicting interest. In determining whether the Trustee has a conflicting interest within the meaning of the Trust Indenture Act with respect to Securities of any series, there shall be excluded this Indenture with
respect to Securities of any series other than such series. 
 SECTION 6.9. Persons Eligible for Appointment as Trustee. The Trustee
for each series of Securities hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or of any state or the District of Columbia (or a Person permitted to act as trustee by the
Commission) having a combined capital and surplus of at least $50,000,000, and which is authorized under such laws to exercise 

  

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corporate trust powers and is subject to supervision or examination by Federal, state or District of Columbia authority. Such corporation or Person shall
have a place of business in The City of New York if there be such a corporation or Person in such location willing to act upon reasonable and customary terms and conditions. If such corporation or Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. Such corporation or Person shall not be and shall represent that it is not an obligor on the Securities or a person directly or indirectly controlling, controlled by, or
under common control with such obligor. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in
Section 6.10. 
 SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or
trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and, if required by applicable law or regulations, by mailing notice of such
resignation to the Holders of then Outstanding Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or
trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on
behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

 (b) In case at any time any of the following shall occur: 
 (i) the Trustee shall fail to comply with the provisions of Section 6.8 with respect to any series of Securities after written
request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months; or 
  

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 (ii) the Trustee shall cease to be eligible in accordance with the provisions of
Section 6.9 and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or 
 (iii)
the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 
 then, in any such case, the
Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.12, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at
least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 
 (c) The
Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities
of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.1 of the action in that regard taken by the Securityholders. 
 (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant
to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11. 
  

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 (e) The retiring Trustee shall not be liable for the acts or omissions of any successor Trustee
hereunder. 
 (f) Upon appointment of any successor Trustee, all fees, charges and expenses of the retiring Trustee shall be paid.

 SECTION 6.11. Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10
shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named
as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.5, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument which, subject to Section 6.6, need not include an indemnity by the Issuer, transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. 
 If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more 

  

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than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and
that each such trustee shall be trustee of a trust or trusts under separate indentures. 
 No successor trustee with respect to any series of
Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9.

 Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall mail notice thereof to the
Holders of Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Issuer. 
 SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee and all other appointments hereunder; provided, that such corporation shall be qualified under the provisions of Section 6.8 and
eligible under the provisions of Section 6.9 without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 
 In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any
series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all 

  

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such cases such certificate shall have the full force which it has anywhere in the Securities of such series or in this Indenture provided that the
certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation. 
 SECTION 6.13. Preferential Collection of Claims Against the Issuer.
If the Trustee shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the Issuer (or any other obligor upon the securities), the Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding
the collection of claims against the Issuer (or any such other obligor). 
 ARTICLE 7 
 CONCERNING THE SECURITYHOLDERS 
 SECTION 7.1. Evidence of Action Taken by
Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article. 
 SECTION 7.2.
Proof of Execution of Instruments and of Holding of Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his agent or proxy may be proved by the Security register or by a certificate of the
Security registrar. 
 SECTION 7.3. Holders to be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or the
Trustee may deem and treat the person in whose name any Security shall be registered upon the 

  

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Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any such Security. 
 SECTION 7.4. Securities Owned by Issuer Deemed Not
Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the
Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor
on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the Securities by delivering to the Trustee an Officers’ Certificate and Opinion of Counsel to such effect. In case of a dispute as to such right, the advice of counsel shall be
full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if
any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination. 
  

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 SECTION 7.5. Right of Revocation of Action Taken. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in
connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at
the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders
of all the Securities affected by such action. 
 ARTICLE 8 
 SUPPLEMENTAL INDENTURES 
 SECTION 8.1. Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: 
 (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; 
 (b) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to
Article Nine; 
  

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 (c) to evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee,
pursuant to the requirements of Section 6.11; 
 (d) to add to the covenants of the Issuer for the benefit of the Holders
of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Issuer; 
 (e) to add any additional Events of Default with respect to all or any series of
Securities (and, if such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); 
 (f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board of
Directors may deem necessary or desirable and which, in the opinion of the Board of Directors, shall not adversely affect the interests of the Holders of the Securities; 
 (g) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision; and 
 (h) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3. 
 The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further 

  

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appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 8.2. 
 SECTION 8.2. Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture
(voting as one class), the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of
the Trust Indenture Act of 1939 as in force at the date of execution thereof) 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 the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest or premium thereon payable in any
coin or currency other than that provided in the Securities or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy pursuant to Section 5.2, or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any
right of repayment at the option of the Securityholder without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any
such supplemental indenture, without the consent of the Holders of each Security so affected. 
  

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 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture
which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, with respect to such covenant or provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other series. 
 Upon the request of the Issuer, accompanied by a copy of
a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid and other documents, if any, required by Section 7.1, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 
 It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the substance thereof. 
 Promptly after the execution by the Issuer and
the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer shall mail a notice thereof to the Holders of then Outstanding Securities of each series affected thereby, by mailing a notice thereof by first-class
mail to such Holders at their addresses as they shall appear on the Security register. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
Indenture. 
 SECTION 8.3. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the
provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the
Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
  

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 SECTION 8.4. Documents to Be Given to Trustee. The Trustee shall, in addition to the documents
required by Section 11.5 hereof, receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with the applicable provisions of this Indenture. 
 SECTION 8.5. Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee upon advice of counsel for such series as to any matter provided for by such supplemental indenture or as to any
action taken at any such meeting. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee (as to form) and the Board of Directors (as to form and substance), to any
modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then outstanding. 
  

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 ARTICLE 9 
 CONSOLIDATION, MERGER, SALE OR CONVEYANCE 
 SECTION 9.1. Issuer May Consolidate, etc., on Certain
Terms. The Issuer covenants that it will not merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any Person, unless (i) either the Issuer shall be the continuing corporation, or the
successor corporation or the Person which acquires by sale or conveyance substantially all the assets of the Issuer (if other than the Issuer) shall be a corporation or entity organized under the laws of the United States of America or any state
thereof and shall expressly assume the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or entity, and (ii) the Issuer or such successor corporation or entity,
as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. 
 SECTION 9.2. Successor Issuer Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the
successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor corporation may cause to be signed, and may issue either in its own name or in
the name of the Issuer prior to such succession any or all of the Securities issuable hereunder, which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation instead of
the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities, which previously shall have been signed and delivered by the officers of the Issuer to
the Trustee for authentication, and any Securities, which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued, shall in all respects have the same legal rank
and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 
  

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 In case of any such consolidation, merger, sale, lease or conveyance such changes in phraseology and form
(but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 In the event of any such sale or
conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture
and the Securities and may be liquidated and dissolved. 
 SECTION 9.3. Opinion of Counsel to Trustee. The Trustee shall, in addition
to the documents required by Section 11.5 hereof, receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies
with this Article 9 and the applicable provisions of this Indenture. 
 ARTICLE 10 
 SATISFACTION AND DISCHARGE OF INDENTURE; 
 UNCLAIMED MONEYS 
 SECTION 10.1. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities
(except as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 
 (1) either

 (A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and
thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.4) have been delivered to the Trustee canceled or for cancellation; or 
  

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 (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for
cancellation 
 (i) have become due and payable, or 
 (ii) will become due and payable at their stated maturity within one year, or 
 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuer, 
 and the Issuer, in the case of (i), (ii) or (iii) above, has deposited
or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount, which shall be immediately due and payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the
Trustee canceled or for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the stated maturity or redemption date, as the case may
be; 
 (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Securities of such
series; and 
 (3) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. 
 SECTION 10.2. Application of Trust Money. All money deposited with the Trustee pursuant to Section 10.1 or Section 10.3 shall be held in
trust and applied by it, in accordance with the provisions of the series of Securities in respect of which it was deposited and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent), 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. 
  

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 SECTION 10.3. Defeasance Upon Deposit of Funds or Government Obligations. Unless pursuant to
Section 2.3 provision is made that this Section 10.3 shall not be applicable to the Securities of any series, at the Issuer’s option, either (a) the Issuer shall be deemed to have been Discharged (as defined below) from its
obligations with respect to any series of Securities after the applicable conditions set forth below have been satisfied or (b) the Issuer shall cease to be under any obligation to comply with any term, provision or condition set forth in
Sections 3.6 and 3.7 (and any other Sections applicable to such Securities that are determined pursuant to Section 2.3 to be subject to this provision) with respect to any series of Securities at any time after the applicable conditions set
forth below have been satisfied: 
 (1) the Issuer shall have deposited or caused to be deposited irrevocably with the Trustee
as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an amount, or (ii) the equivalent in securities of the government which issued
the currency in which the Securities of such series are denominated or securities issued by government agencies backed by the full faith and credit of such government, which through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) and any premium of,
interest on and any repurchase obligations with respect to the outstanding securities of such series on the dates such installments of interest or principal or repurchase obligations are due; 
 (2) no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default with respect
to the Securities of such series shall have occurred and be continuing on the date of such deposit; and 
 (3) the Issuer
shall have delivered to the Trustee an Opinion of Counsel, from counsel who is not an employee of the Issuer but which may be outside general counsel to the Issuer, to the effect that Holders of the Securities of such series will not recognize
income, gain 

  

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or loss for Federal income tax purposes as a result of the Issuer’s exercise of its option under this Section 10.3 and will be subject to Federal
income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised. 
 The term “Discharged” means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities of such series and to have satisfied all
the obligations under this Indenture relating to the Securities of such series (and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Securities to receive,
from the trust fund described in Subsection (1) above, payment of the principal and any premium of and any interest on such Securities when such payments are due; (B) the Issuer’s obligations with respect to such Securities under
Sections 2.8, 2.9, 3.2, 3.4, 6.6 and 10.2; and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including, without limitation, its rights under Section 6.6 hereunder). 
 SECTION 10.4. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys. 
 SECTION 10.5. Return of Moneys Held by Trustee and
Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest on any Security of any series and not applied but remaining unclaimed for two years after
the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law (as
advised by counsel, pursuant to Section 6.2), be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

  

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 SECTION 10.6. Reinstatement. If the Trustee is unable to apply any money in accordance with
Sections 10.2 or 10.3, as the case may be, by reason of any legal proceeding or by reason of order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations
under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.2 or 10.3, as the case may be, until such time as the Trustee is permitted to apply all such money in accordance
with Section 10.2 or 10.3, as the case may be; provided, however, that if the Issuer has made payment of principal of, or interest on any Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights
of Holders of such Securities to receive such payment from money held by the Trustee. 
 ARTICLE 11 
 MISCELLANEOUS PROVISIONS 
 SECTION
11.1. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any
successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue of the Securities. 
 SECTION 11.2. Provisions of
Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and
their successors and the Holders of the Securities any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the Holders of the Securities. 
  

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 SECTION 11.3. Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations
promises and agreements in this Indenture contained by or on behalf of the Issuer shall bind its successors and assigns, whether so expressed or not. 
 SECTION 11.4. Notices and Demands on Issuer, Trustee and Holders of Securities. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with
the Trustee) to Unisys Corporation, Unisys Way, Blue Bell, Pennsylvania 19424, Attention: General Counsel. Any notice, direction, request or demand by the Issuer or any holder of Securities to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office. 
 In case, by reason of the suspension of or
irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Issuer shall be deemed to be a sufficient giving of such notice. 
 SECTION 11.5. Officers’ Certificates and
Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel such action is authorized or permitted by
this Indenture and that all such conditions precedent have been complied with. 
 Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or 

  

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condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition
has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 
 Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that
the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer
or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous. 
 Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are
erroneous. 
 Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that
such firm is independent. 
 SECTION 11.6. Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest, if
any, on or principal of the Securities of any series or the date fixed for redemption or repayment of any such Security shall not be a Business Day, then payment of interest or 

  

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principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. 
 SECTION 11.7. Conflict of Any
Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included herein by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. 
 SECTION 11.8. New York Law
to Govern. This Indenture and each Security shall be deemed to be a contract under the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state, except as may otherwise be required by
mandatory provisions of law. 
 SECTION 11.9. Counterparts. This Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute one and the same instrument. 
 SECTION 11.10. Effect of
Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 11.11. Securities in a Foreign Currency. (a) Whenever for purposes of this Indenture any action may be taken by the holders of a specified percentage in aggregate principal amount of Securities of
all series at the time outstanding and, at such time, there are outstanding Securities of any series which are denominated in a currency or currencies or currency unit or currency units other than Dollars, then the principal amount of Securities of
such series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such principal amount based on the Market Exchange Rate in effect on the date on which such action
is to be taken (the “Determination Date”). The provisions of this paragraph shall apply in determining the equivalent number of votes to which each securityholder or proxy shall be entitled in respect of Securities of a series denominated
in a currency other than Dollars in connection with any vote taken by holders of Securities pursuant to the terms of this Indenture. 
  

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 (b) For the purposes of this Section 11.11, “Market Exchange Rate” shall mean for any
currency the noon Dollar buying rate for that currency for cable transfers quoted in New York City on the Determination Date as certified for customs purposes by the Federal Reserve Bank of New York. If such rates are not available for any reason
with respect to one or more currencies for which an exchange rate is required, the Trustee shall use without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or if such quotation is
unavailable, quotations from Citibank, N.A., or if unavailable, any other bank with combined assets of at least $500 million in New York City or in the country of issue of the currency in question, or such other quotations as the Issuer shall deem
appropriate. Unless otherwise specified by the Trustee, if there is more than one market for dealing in any currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency shall be that upon which a
nonresident issuer of securities designated in such currency would purchase such currency in order to make payments in respect of such securities, as advised by the Issuer. 
 (c) All decisions and determinations of the Trustee regarding the Market Exchange Rate shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Issuer and all Holders. 
 SECTION 11.12. Judgment Currency. The obligation of the Issuer in
respect of any sum due to any securityholder hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which the payment is due (the “Required Currency”), be discharged only
to the extent that on the Business Day following receipt by such securityholder of any sum adjudged to be so due in the Judgment Currency, such securityholder may in accordance with normal banking procedures purchase the amount originally due to
such securityholder in the Required Currency with the Judgment Currency; if the amount of the Required Currency so purchased is less than the sum originally due to such securityholder in the Required Currency, the Issuer agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such securityholder against such loss, and if the amount of the Required Currency so purchased exceeds the sum originally due to such securityholder, such securityholder agrees to remit
to the Issuer such excess. 
  

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 SECTION 11.13. USA Patriot Act. The Issuer hereto acknowledges that, in accordance with
Section 326 of the USA Patriot Act, the Trustee and its agents, like all financial institutions, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an
account with Deutsche Bank Trust Company Americas. The Issuer agrees that it will provide the Trustee and its agents with such information as it may request in order for the Trustee and its agents to satisfy the requirements of the USA Patriot Act.

 ARTICLE 12 
 REDEMPTION OF
SECURITIES AND SINKING FUNDS 
 SECTION 12.1. Applicability of Article. The provisions of this Article shall be applicable to the
Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.3 for Securities of such series. 
 SECTION 12.2. Notice of Full and Partial Redemption; Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be
redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the registry books. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the
notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security
of such series. 
 The notice of redemption to each such Holder shall specify (i) the principal amount of each Security of such series
held by such Holder to be redeemed, (ii) the date fixed for redemption, (iii) the redemption price (and premium, if any), (iv) the place or places of payment, (v) that payment will be made upon presentation and surrender of such
Securities, (vi) that such 

  

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redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, (vii) that interest accrued to the date fixed for
redemption will be paid as specified in such notice and (viii) that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the
notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued. 
 The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer. 
 On or before 10 a.m., New York City time, on the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is
acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.4) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for redemption (and premium, if any). The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution in addition to any other requirements set forth
hereunder. If less than all the outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee at least 60 days (or such shorter period as shall be acceptable to the Trustee for its convenience) prior to the date fixed
for redemption an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed. 
 If less than all the
Securities of a series are to be redeemed, the Trustee shall, subject to Section 12.4, select by lot Securities of such Series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for
partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. 
  

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 SECTION 12.3. Payment of Securities Called for Redemption. If notice of redemption has been given
as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price (and premium, if any), together with interest, if
any, accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions
of Securities so called for redemption shall cease to accrue shall be void, and except as provided in Sections 6.5 and 10.5, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under
this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price (and premium, if any) thereof and unpaid interest to the date fixed for redemption. On presentation and
surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price (and premium, if any), together with interest,
if any, accrued thereon to the date fixed for redemption; provided that payment of interest, if any, becoming due on or prior to the date fixed for redemption shall be payable to the Holders of Securities registered as such on the relevant
record date subject to the terms and provisions of Section 2.4 hereof. 
 If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by
the Security. 
 Upon presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and
deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented. 

SECTION 12.4. Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from 

  

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eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer
of the Issuer and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or (b) an
entity specifically identified in such written statement directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. 
 SECTION 12.5. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is
herein referred to as the “sinking fund payment date”. 
 In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by
the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10,
(b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional
redemption provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. 
 On or before the forty-fifth day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee a written statement
signed by an authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series, (b) stating that none
of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer 

  

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intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking
fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such written statement (or reasonably promptly thereafter if acceptable to the
Trustee). Such written statement shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding
sinking fund payment date. Failure of the Issuer, on or before any such forty-fifth day, to deliver such written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of
such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. 
 If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series
at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over and invested by the Trustee in mutual or
trust fund institutions which are registered with the Commission under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and which have underlying investments consisting solely of and limited to United
States Government obligations until a sum in excess of $50,000 is available. The Trustee, upon written instruction from the Issuer, shall select, in the manner provided in Section 12.2, for redemption on such sinking fund payment date a
specified principal amount of Securities of such series then Outstanding to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such 

  

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series (or portions thereof) so selected. Securities of any series which are (a) owned by the Issuer or are certified by the Issuer by means of an
Officers’ Certificate to be owned by an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, as shown by the Security register, and not actually known to a Responsible Officer of
the Trustee to have been pledged or hypothecated by the Issuer or any such entity; or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or
hypothecated by, the Issuer or an entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The
Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in
Section 12.2 (and with the effect provided in Section 12.3) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of
Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated
maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity. 
 At
least one day before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following
sinking fund payment date. 
 The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or
mail any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any
moneys in the sinking fund for such series at the time when 

  

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any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or
Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 5.10 or the default cured on or before the
sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of November 26,
2008. 
  

			
	UNISYS CORPORATION
		
	By:	 	 /s/ Scott A. Battersby

	Name:	 	Scott A. Battersby
	Title:	 	Vice President and Treasurer
	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS
 not in
its individual capacity,
 but solely as Trustee

		
	By:	 	 /s/ Wanda Camacho

	Name:	 	Wanda Camacho
	Title:	 	Vice President
		
	By:	 	 /s/ Annie Jaghatspanyan

	Name:	 	Annie Jaghatspanyan
	Title:	 	Assistant Vice President


  

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