EX-4.1





 Exhibit 4.1 

EXECUTION VERSION 
 SPIRIT AIRLINES, INC.

  
  

INDENTURE 
 Dated as of
May 12, 2020 
  
  

WILMINGTON TRUST, NATIONAL ASSOCIATION 

Trustee 
  












 TABLE OF CONTENTS 

 

							
		 	ARTICLE I	  			
			
		 	DEFINITIONS AND INCORPORATION BY REFERENCE	  			
			
	 1.1
	 	Definitions	  	 	1	 
	 1.2
	 	Other Definitions	  	 	5	 
	 1.3
	 	Incorporation by Reference of Trust Indenture Act	  	 	5	 
	 1.4
	 	Rules of Construction	  	 	5	 
			
		 	ARTICLE II	  			
			
		 	THE SECURITIES	  			
			
	 2.1
	 	Issuable in Series	  	 	6	 
	 2.2
	 	Establishment of Terms of Series of Securities	  	 	6	 
	 2.3
	 	Execution and Authentication	  	 	9	 
	 2.4
	 	Registrar and Paying Agent	  	 	10	 
	 2.5
	 	Paying Agent to Hold Money in Trust	  	 	10	 
	 2.6
	 	Securityholder Lists	  	 	11	 
	 2.7
	 	Transfer and Exchange	  	 	11	 
	 2.8
	 	Mutilated, Destroyed, Lost and Stolen Securities	  	 	11	 
	 2.9
	 	Outstanding Securities	  	 	12	 
	 2.10
	 	Treasury Securities	  	 	13	 
	 2.11
	 	Temporary Securities	  	 	13	 
	 2.12
	 	Cancellation	  	 	13	 
	 2.13
	 	Defaulted Interest	  	 	13	 
	 2.14
	 	Global Securities	  	 	14	 
	 2.15
	 	CUSIP Numbers	  	 	15	 
			
		 	ARTICLE III	  			
			
		 	REDEMPTION	  			
			
	 3.1
	 	Notice to Trustee	  	 	15	 
	 3.2
	 	Selection of Securities to be Redeemed	  	 	16	 
	 3.3
	 	Notice of Redemption	  	 	16	 
	 3.4
	 	Effect of Notice of Redemption	  	 	17	 
	 3.5
	 	Deposit of Redemption Price	  	 	17	 
	 3.6
	 	Securities Redeemed in Part	  	 	17	 


  
 i 














							
		 	ARTICLE IV	  			
			
		 	COVENANTS	  			
			
	 4.1
	 	Payment of Principal and Interest	  	 	17	 
	 4.2
	 	SEC Reports	  	 	18	 
	 4.3
	 	Compliance Certificate	  	 	18	 
	 4.4
	 	Stay, Extension and Usury Laws	  	 	18	 
	 4.5
	 	Corporate Existence	  	 	19	 
			
		 	ARTICLE V	  			
			
		 	SUCCESSORS	  			
			
	 5.1
	 	When Company May Merge, Etc.	  	 	19	 
	 5.2
	 	Successor Corporation Substituted	  	 	19	 
			
		 	ARTICLE VI	  			
			
		 	DEFAULTS AND REMEDIES	  			
			
	 6.1
	 	Events of Default	  	 	20	 
	 6.2
	 	Acceleration of Maturity; Rescission and Annulment	  	 	21	 
	 6.3
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	22	 
	 6.4
	 	Trustee May File Proofs of Claim	  	 	23	 
	 6.5
	 	Trustee May Enforce Claims Without Possession of Securities	  	 	23	 
	 6.6
	 	Application of Money Collected	  	 	24	 
	 6.7
	 	Limitation on Suits	  	 	24	 
	 6.8
	 	Unconditional Right of Holders to Receive Principal and Interest	  	 	25	 
	 6.9
	 	Restoration of Rights and Remedies	  	 	25	 
	 6.10
	 	Rights and Remedies Cumulative	  	 	25	 
	 6.11
	 	Delay or Omission Not Waiver	  	 	25	 
	 6.12
	 	Control by Holders	  	 	25	 
	 6.13
	 	Waiver of Past Defaults	  	 	26	 
	 6.14
	 	Undertaking for Costs	  	 	26	 
			
		 	ARTICLE VII	  			
			
		 	TRUSTEE	  			
			
	 7.1
	 	Duties of Trustee	  	 	27	 
	 7.2
	 	Rights of Trustee	  	 	28	 
	 7.3
	 	Individual Rights of Trustee	  	 	29	 
	 7.4
	 	Trustee’s Disclaimer	  	 	29	 


  
 ii 














							
	 7.5
	 	Notice of Defaults	  	 	29	 
	 7.6
	 	Reports by Trustee to Holders	  	 	30	 
	 7.7
	 	Compensation and Indemnity	  	 	30	 
	 7.8
	 	Replacement of Trustee	  	 	31	 
	 7.9
	 	Successor Trustee by Merger, Etc.	  	 	32	 
	 7.10
	 	Eligibility; Disqualification	  	 	32	 
	 7.11
	 	Preferential Collection of Claims Against Company	  	 	32	 
			
		 	ARTICLE VIII	  			
			
		 	SATISFACTION AND DISCHARGE; DEFEASANCE	  			
			
	 8.1
	 	Satisfaction and Discharge of Indenture	  	 	32	 
	 8.2
	 	Application of Trust Funds; Indemnification	  	 	34	 
	 8.3
	 	Legal Defeasance of Securities of any Series	  	 	34	 
	 8.4
	 	Covenant Defeasance	  	 	36	 
	 8.5
	 	Repayment to Company	  	 	37	 
	 8.6
	 	Reinstatement	  	 	37	 
			
		 	ARTICLE IX	  			
			
		 	AMENDMENTS AND WAIVERS	  			
			
	 9.1
	 	Without Consent of Holders	  	 	38	 
	 9.2
	 	With Consent of Holders	  	 	38	 
	 9.3
	 	Limitations	  	 	39	 
	 9.4
	 	Compliance with Trust Indenture Act	  	 	39	 
	 9.5
	 	Revocation and Effect of Consents	  	 	40	 
	 9.6
	 	Notation on or Exchange of Securities	  	 	40	 
	 9.7
	 	Trustee Protected	  	 	40	 
			
		 	ARTICLE X	  			
			
		 	MISCELLANEOUS	  			
			
	 10.1
	 	Trust Indenture Act Controls	  	 	40	 
	 10.2
	 	Notices	  	 	40	 
	 10.3
	 	Communication by Holders with Other Holders	  	 	42	 
	 10.4
	 	Certificate and Opinion as to Conditions Precedent	  	 	42	 
	 10.5
	 	Statements Required in Certificate or Opinion	  	 	42	 
	 10.6
	 	Rules by Trustee and Agents	  	 	42	 
	 10.7
	 	Legal Holidays	  	 	42	 
	 10.8
	 	No Recourse Against Others	  	 	43	 
	 10.9
	 	Counterparts	  	 	43	 


  
 iii 














							
	 10.10
	 	Governing Law	  	 	43	 
	 10.11
	 	No Adverse Interpretation of Other Agreements	  	 	43	 
	 10.12
	 	Successors	  	 	43	 
	 10.13
	 	Severability	  	 	43	 
	 10.14
	 	Table of Contents, Headings, Etc.	  	 	43	 
	 10.15
	 	Securities in a Foreign Currency	  	 	43	 
	 10.16
	 	Judgment Currency	  	 	44	 
	 10.17
	 	Force Majeure	  	 	45	 
			
		 	ARTICLE XI	  			
			
		 	SINKING FUNDS	  			
			
	 11.1
	 	Applicability of Article	  	 	45	 
	 11.2
	 	Satisfaction of Sinking Fund Payments with Securities	  	 	45	 
	 11.3
	 	Redemption of Securities for Sinking Fund	  	 	46	 


  
 iv 













 SPIRIT AIRLINES, INC.1 

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

May 12, 2020 
  

			
	§ 310(a)(1)	  	7.10
	(a)(2)	  	7.10
	(a)(3)	  	Not Applicable
	(a)(4)	  	Not Applicable
	(a)(5)	  	7.10
	(b)	  	7.10
	§ 311(a)	  	7.11
	(b)	  	7.11
	§ 312(a)	  	2.6
	(b)	  	10.3
	(c)	  	10.3
	§ 313(a)	  	7.6
	(b)(1)	  	7.6
	(b)(2)	  	7.6
	(c)(1)	  	7.6
	(d)	  	7.6
	§ 314(a)	  	4.2, 10.5
	(b)	  	Not Applicable
	(c)	  	10.4
	(c)(2)	  	10.4
	(c)(3)	  	Not Applicable
	(d)	  	Not Applicable
	(e)	  	10.5
	(f)	  	Not Applicable
	§ 315(a)	  	7.1
	(b)	  	7.5
	(c)	  	7.1
	(d)	  	7.1
	(e)	  	6.14
	§ 316(a)	  	2.9
	(a)(1)(A)	  	6.12
	(a)(1)(B)	  	6.13
	(b)	  	6.8
	§ 317(a)(1)	  	6.3
	(a)(2)	  	6.4
	(b)	  	2.5
	§ 318(a)	  	10.1

  

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




  
 v 













 Indenture dated as of May 12, 2020 between Spirit Airlines, Inc., a company
incorporated under the laws of Delaware (“Company”), and Wilmington Trust, National Association (“Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture. 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

1.1 Definitions. 

“Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified
herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders. 

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under
common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise. 

“Agent” means any Registrar, Paying Agent or Notice Agent. 

“Board of Directors” means the board of directors of the Company or any duly authorized committee thereof. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have
been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 

“Business Day” means, unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture
hereto for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York (or in connection with any payment, the place of payment) on which banking institutions are authorized or required by law, regulation or
executive order to close. 
 “Capital Stock” means any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock. 












 “Company” means the party named as such above until a successor replaces it
and thereafter means the successor. 
 “Company Order” means a written order signed in the name of the Company by an
Officer. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust
business related to this Indenture shall be principally administered. 
 “Default” means any event which is, or after
notice or passage of time or both would be, an Event of Default. 
 “Depositary” means, with respect to the Securities of
any Series issuable or issued in whole or in part in the form of one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if
at any time there is more than one such person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series. 

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. 
 “Dollars” and
“$” means the currency of The United States of America. 
 “Exchange Act” means the Securities Exchange
Act of 1934, as amended. 
 “Foreign Currency” means any currency or currency unit issued by a government other than the
government of The United States of America. 
 “Foreign Government Obligations” means, with respect to Securities of any
Series that are denominated in a Foreign Currency, direct obligations of, or obligations guaranteed by, the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged and
which are not callable or redeemable at the option of the issuer thereof. 
 “GAAP” means accounting principles generally
accepted in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination. 

  
 2 













 “Global Security” or “Global Securities” means a Security
or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or
nominee. 
 “Holder” or “Securityholder” means a person in whose name a Security is registered. 

“Indenture” means this Indenture as amended or supplemented from time to time and shall include the form and terms of
particular Series of Securities established as contemplated hereunder. 
 “interest” with respect to any Discount Security
which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Maturity,” when used with
respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Officer” means the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer, the Secretary or any Assistant Secretary, and any Vice President of the Company. 
 “Officer’s Certificate”
means a certificate signed by any Officer. 
 “Opinion of Counsel” means a written opinion of legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 
 “person” means any individual,
corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any
Additional Amounts in respect of, the Security. 
 “Responsible Officer” means any officer of the Trustee in its Corporate
Trust Office having responsibility for administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with a particular subject. 
 “SEC” means the Securities and Exchange Commission. 

  
 3 













 “Securities” means the debentures, notes or other debt instruments of the
Company of any Series authenticated and delivered under this Indenture. 
 “Series” or “Series of
Securities” means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 

“Stated Maturity” when used with respect to any Security, means the date specified in such Security as the fixed date on
which the principal of such Security or interest is due and payable. 
 “Subsidiary” of any specified person means any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof. 

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this
Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended. 

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

“U.S. Government Obligations” means securities which are direct obligations of, or guaranteed by, The United States of
America for the payment of which its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt. 

  
 4 













 1.2 Other Definitions. 

 

			
	 TERM
	  	DEFINED IN SECTION
	 “Bankruptcy Law”
	  	6.1
	 “Custodian”
	  	6.1
	 “Event of Default”
	  	6.1
	 “Judgment Currency”
	  	10.16
	 “Legal Holiday”
	  	10.7
	 “mandatory sinking fund payment”
	  	11.1
	 “Market Exchange Rate”
	  	10.15
	 “New York Banking Day”
	  	10.16
	 “Notice Agent”
	  	2.4
	 “optional sinking fund payment”
	  	11.1
	 “Paying Agent”
	  	2.4
	 “Registrar”
	  	2.4
	 “Required Currency”
	  	10.16
	 “successor person”
	  	5.1

 1.3 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of
the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Securityholder. 

“indenture to be qualified” means this Indenture. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Company and any successor obligor upon the Securities. 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined. 
 1.4 Rules of Construction. Unless the context otherwise
requires: 
 (a) a term has the meaning assigned to it; 

  
 5 













 (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP; 
 (c) “or” is not exclusive; 

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

(e) provisions apply to successive events and transactions. 

ARTICLE II 
 THE SECURITIES 

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

2.2 Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall
be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.22) by or pursuant to a Board Resolution, and
set forth or determined in the manner provided in a Board Resolution, supplemental indenture hereto or Officer’s Certificate: 
 2.2.1
the title (which shall distinguish the Securities of that particular Series from the Securities of any other Series) and ranking (including the terms of any subordination provisions) of the Series; 

2.2.2 the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;

 2.2.3 any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6); 

  
 6 













 2.2.4 the date or dates on which the principal of the Securities of the Series is payable;

 2.2.5 the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates
(including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or
dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 

2.2.6 the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities
of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be delivered, and the method of such payment, if by
wire transfer, mail or other means; 
 2.2.7 if applicable, the period or periods within which, the price or prices at which and the terms
and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 
 2.2.8 the
obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

2.2.9 the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 
 2.2.10 if other than denominations
of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 
 2.2.11 the forms
of the Securities of the Series and whether the Securities will be issuable as Global Securities; 
 2.2.12 if other than the principal
amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 

  
 7 













 2.2.13 the currency of denomination of the Securities of the Series, which may be Dollars or
any Foreign Currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; 

2.2.14 the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made; 
 2.2.15 if payments of principal of or interest, if any, on the Securities of the Series are to be
made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 

2.2.16 the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if
such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 

2.2.17 the provisions, if any, relating to any security provided for the Securities of the Series; 

2.2.18 any addition to, deletion of or change in the Events of Default which applies to any Securities of the Series and any change in the
right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2; 

2.2.19 any addition to, deletion of or change in the covenants set forth in Articles IV or V which applies to Securities of the Series; 

2.2.20 any Depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such
Series if other than those appointed herein; 
 2.2.21 the provisions, if any, relating to conversion or exchange of any Securities of such
Series, including if applicable, the conversion or exchange price, the conversion or exchange period, provisions as to whether conversion or exchange will be mandatory, at the option of the Holders thereof or at the option of the Company, the events
requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange if such Series of Securities are redeemed; and 

2.2.22 any other terms of the Series (which may supplement, modify or delete any provision of this Indenture insofar as it applies to such
Series), including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of Securities of that Series. 

  
 8 













 All Securities of any one Series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above. 

2.3 Execution and Authentication. An Officer shall sign the Securities for the Company by manual or facsimile signature. 

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid. 
 A Security shall not be valid until authenticated by the manual or facsimile signature of the Trustee or an
authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The
Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a
Company Order. Each Security shall be dated the date of its authentication. 
 The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as
provided in Section 2.8. 
 Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to
Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the
terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. 

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

  
 9 













 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as
an Agent to deal with the Company or an Affiliate of the Company. 
 2.4 Registrar and Paying Agent. The Company shall maintain, with
respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying
Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this
Indenture may be delivered (“Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name
and address, and any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. 
 The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice
to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional notice agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Notice Agent” includes any additional notice agent. The Company or any
of its Affiliates may serve as Registrar or Paying Agent. 
 The Company hereby appoints the Trustee the initial Registrar, Paying Agent and
Notice Agent for each Series unless another Registrar, Paying Agent or Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 

2.5 Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee
in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a 

  
 10 













 
Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities. 

2.6 Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest
payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. 

2.7 Transfer and Exchange. Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or 9.6). 
 Neither the Company nor the Registrar shall be
required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series
selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being
redeemed of any such Securities selected, called or being called for redemption in part. 
 2.8 Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding. 

  
 11 













 If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity bond as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
 In case any
such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

2.9 Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. 

If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that
the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to
accrue. 

  
 12 













 The Company may purchase or otherwise acquire the Securities, whether by open market
purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 

In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 
 2.10 Treasury Securities. In
determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company or any Affiliate of
the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that a
Responsible Officer of the Trustee knows are so owned shall be so disregarded. 
 2.11 Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon receipt of a Company Order shall authenticate definitive Securities of the same Series and date of maturity in
exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities. 

2.12 Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy
such canceled Securities (subject to the record retention requirement of the Exchange Act and the Trustee) and deliver a certificate of such cancellation to the Company upon written request of the Company. The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for cancellation. 
 2.13 Defaulted Interest. If the Company defaults
in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent
special record date. The Company shall fix the record date and payment date. At least 10 days before the special record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the special record
date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner. 

  
 13 













 2.14 Global Securities. 

2.14.1 Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether
the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities. 

2.14.2 Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in
addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Security
shall be so exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to
the principal amount of the Global Security with like tenor and terms. 
 Except as provided in this Section 2.14.2, a Global Security
may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such a successor Depositary. 
 2.14.3 Legend. Any Global Security issued
hereunder shall bear a legend in substantially the following form: 
 “This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.” 

  
 14 













 2.14.4 Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise
authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 

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

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

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

  
 15 













 3.2 Selection of Securities to be Redeemed. Unless otherwise indicated for a
particular Series by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any
manner that the Trustee deems fair and appropriate, including by lot or other method, unless otherwise required by law or applicable stock exchange requirements, subject, in the case of Global Securities, to the applicable rules and procedures of
the Depositary. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations
larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the
minimum principal denomination for each Series and the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for
redemption. 
 3.3 Notice of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, at least 15 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed. 

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

(a) the redemption date; 

(b) the redemption price; 

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

(d) if any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and
that, after the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder thereof upon cancellation of the
original Security; 
 (e) that Securities of the Series called for redemption must be surrendered to the Paying Agent to
collect the redemption price; 
 (f) that interest on Securities of the Series called for redemption ceases to accrue on and
after the redemption date unless the Company defaults in the deposit of the redemption price; 

  
 16 













 (g) the CUSIP number, if any; and 

(h) any other information as may be required by the terms of the particular Series or the Securities of a Series being
redeemed. 
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense,
provided, however, that the Company has delivered to the Trustee, at least 10 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice. 
 3.4 Effect of Notice of Redemption. Once notice of redemption
is mailed as provided in Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. Except as otherwise provided in the supplemental indenture, Board Resolution or
Officer’s Certificate for a Series, a notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date. 

3.5 Deposit of Redemption Price. On or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date. 

3.6 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a
new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. 

ARTICLE IV 
 COVENANTS 

4.1 Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities
that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. On or before 11:00 a.m., New York City time, on the applicable payment
date, the Company shall deposit with the Paying Agent money sufficient to pay the principal of and interest, if any, on the Securities of each Series in accordance with the terms of such Securities and this Indenture. 

  
 17 













 4.2 SEC Reports. To the extent any Securities of a Series are outstanding, the
Company shall deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA § 314(a). Reports, information and documents
filed with the SEC via the EDGAR system will be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for purposes of this Section 4.2. 

Delivery of reports, information and documents to the Trustee under this Section 4.2 are for informational purposes only and the
Trustee’s receipt of the foregoing shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 
 4.3 Compliance Certificate. To
the extent any Securities of a Series are outstanding, the Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Company
and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the best of his/her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which the Officer may have knowledge). 

The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default or
Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

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

  
 18 













 4.5 Corporate Existence. Subject to Article V, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence and rights (charter and statutory); provided, however, that the Company shall not be required to preserve any such right if the Board of
Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material respect to the Holders. 

ARTICLE V 
 SUCCESSORS 

5.1 When Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its properties and assets to, any person (a “successor person”) unless: 
 (a) the
Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the
Securities and under this Indenture; and 
 (b) immediately after giving effect to the transaction, no Default or Event of
Default, shall have occurred and be continuing. 
 The Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture. 

Notwithstanding the above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the
Company. Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith. 
 5.2
Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation
formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the Securities. 

  
 19 













 ARTICLE VI 

DEFAULTS AND REMEDIES 
 6.1
Events of Default. “Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or
Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 

(a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of
such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period); or 

(b) default in the payment of principal of any Security of that Series at its Maturity; or 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than defaults
pursuant to paragraphs (a) or (b) above or pursuant to a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured for a period of 60
days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of that Series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(d) the Company pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences a voluntary case, 

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

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, 

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

  
 20 













 (v) generally is unable to pay its debts as the same become due; or 

(e) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against the Company in an involuntary case, 

(ii) appoints a Custodian of the Company or for all or substantially all of its property, or 

(iii) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or 

(f) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officer’s Certificate, in accordance with Section 2.2.18. 
 The term “Bankruptcy
Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

6.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(d) or (e)) then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series
may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the
Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest,
if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities
shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. 

  
 21 













 No such rescission shall affect any subsequent Default or impair any right consequent
thereon. 
 6.3 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if 

(a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days; or 
 (b) default is made in the payment of principal of any Security at the Maturity
thereof; or 
 (c) default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a
Security, 
 then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 

If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

  
 22 













 6.4 Trustee May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for
the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 

(a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and 
 (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same, 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

6.5 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered. 

  
 23 













 6.6 Application of Money Collected. Any money or property collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
 First: To the payment of all
amounts due the Trustee under Section 7.7; and 
 Second: To the payment of the amounts then due and unpaid for principal of and
interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest,
respectively; and 
 Third: To the Company. 

6.7 Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the
Securities of that Series; 
 (b) the Holders of not less than 25% in principal amount of the outstanding Securities of that
Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(c) such Holder or Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by the Trustee in compliance with such request; 
 (d) the Trustee for 60
days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
 (e)
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series; 

it being understood, intended and expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or more of such
Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders of the applicable Series. 

  
 24 













 6.8 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security on the Maturity of such Security, including
the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

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

6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent
permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 6.11 Delay or Omission Not
Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

6.12 Control by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that 

  
 25 













 (a) such direction shall not be in conflict with any rule of law or with
this Indenture, 
 (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction, 
 (c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any
such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability, and 

(d) prior to taking any action as directed under this Section 6.12, the Trustee shall be entitled to indemnity
satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 

6.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any Series
may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal of or interest on any Security of such Series
(provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon. 
 6.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of
any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of or interest on any Security on or after the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date). 

  
 26 













 ARTICLE VII 

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

(b) Except during the continuance of an Event of Default: 

(i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others. 

(ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officer’s Certificates
or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the form
requirements of this Indenture. 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph (b) of
this Section. 
 (ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (iii) The Trustee shall not be
liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of
such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series
in accordance with Section 6.12. 

  
 27 













 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraph (a), (b) and (c) of this Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power. 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) No provision of this
Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is not assured
to the Trustee in its satisfaction. 
 (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections
and immunities as are set forth in paragraphs (e), (f) and (g) of this Section and in Section 7.2, each with respect to the Trustee. 

7.2 Rights of Trustee. 

(a) The Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. 

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No
Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary. 
 (d)
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute willful misconduct or
negligence. 
 (e) The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and in reliance thereon. 

  
 28 













 (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction. 
 (g) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. 
 (h) The Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture. 

(i) In no event shall the Trustee be liable to any person for special, punitive, indirect, consequential or incidental loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage. 

(j) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do
so. 
 7.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. 

7.4 Trustee’s Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities,
it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 

7.5 Notice of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it
is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series notice of a Default or Event of Default within 90 days after it occurs or, if


  
 29 













 
later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on
any Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of
that Series. For all purposes of this Indenture, in the absence of actual knowledge, the Trustee shall not be deemed to have knowledge or notice of a Default or an Event of Default unless notified in writing by the Company or one or more
Securityholders; and “actual knowledge” (as used in the foregoing clause) of the Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of the Trustee; provided that the Trustee is deemed to have actual
knowledge of the failure of the Company to pay any principal amount of, or interest on, the Securities directly to the Trustee when the same shall become due. 

7.6 Reports by Trustee to Holders. Within 60 days after May 12 in each year, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear on the register kept by the Registrar, a brief report dated as of such May 12, in accordance with, and to the extent required under, TIA § 313. 

A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each national securities
exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee in writing when Securities of any Series are listed on any national securities exchange. 

7.7 Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and
the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out
of pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. 

The Company shall indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any cost, expense
or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent.
The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless and to the extent that the Company is
materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need
not pay for any settlement made without its consent, which consent will not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 

  
 30 













 The Company need not reimburse any expense or indemnify against any loss or liability
incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through willful misconduct or negligence. 

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all
money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(d) or (e) occurs, the
expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
 The
provisions of this Section shall survive the termination of this Indenture. 
 7.8 Replacement of Trustee. A resignation or removal of
the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 

The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of
the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect
to Securities of one or more Series if: 
 (a) the Trustee fails to comply with Section 7.10; 

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

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


  
 31 













 If a successor Trustee with respect to the Securities of any one or more Series does not
take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent
jurisdiction for the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee
shall mail a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee with respect to expenses and liabilities incurred by it for actions taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such replacement. 

7.9 Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all
of its corporate trust business to, another corporation or entity, the successor corporation or entity without any further act shall be the successor Trustee, subject to Section 7.10. 

7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee shall always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b). 

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

ARTICLE VIII 
 SATISFACTION AND
DISCHARGE; DEFEASANCE 
 8.1 Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, when 

  
 32 













 (a) either 

(i) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and
that have been replaced or paid) have been delivered to the Trustee for cancellation; or 
 (ii) all such Securities not
theretofore delivered to the Trustee for cancellation 
  

	 	(A)	 have become due and payable, or 



 

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



 

	 	(C)	 have been called for redemption or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or 


  

	 	(D)	 are deemed paid and discharged pursuant to Section 8.3, as applicable; 



and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an
amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which
have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 
 (b)
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (c) the Company has delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and,
if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive. 

  
 33 













 8.2 Application of Trust Funds; Indemnification. 

(a) Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S.
Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with
the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments
or analogous payments as contemplated by Sections 8.3 or 8.4. 
 (b) The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable
by or on behalf of Holders. 
 (c) The Trustee shall deliver or pay to the Company from time to time upon Company Order any U.S. Government
Obligations or Foreign Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written
certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were
deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 

8.3 Legal Defeasance of Securities of any Series. Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2, to
be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph
(d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon receipt of a Company Order, execute
instruments acknowledging the same), except as to: 
 (a) the rights of Holders of Securities of such Series to receive, from
the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Maturity of such principal or installment of principal
or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such
Series; 

  
 34 













 (b) the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and 

(c) the rights, powers, trust and immunities of the Trustee hereunder and the Company’s obligations in connection
therewith; 
 provided that, the following conditions shall have been satisfied: 

(d) the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the
Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series
denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which
through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each
installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; 

(e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound; 
 (f) no Default or Event of Default with
respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; 

(g) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that
(i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the 

  
 35 













 
Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax
on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; 

(h) the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the
Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 
 (i) the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with. 

8.4 Covenant Defeasance. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2 to be inapplicable to
Securities of any Series, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5, and 5.1 as well as any additional covenants specified in a
supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default
with respect to such Series under Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2.18
and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: 

(a) With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as
provided in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the
case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or
Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later
than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and
such sinking fund payments are due; 

  
 36 













 (b) Such deposit will not result in a breach or violation of, or constitute
a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 

(c) No Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the
date of such deposit; 
 (d) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such deposit and covenant defeasance had not occurred; 
 (e) The Company shall
have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 

(f) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with. 
 8.5
Repayment to Company. Subject to applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest that remains unclaimed for two years.
After that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 

8.6 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in
accordance with Section 8.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under
this Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is
permitted to apply all such money in accordance with Section 8.1; provided, however, that if the Company has made any payment of principal of or interest on or any Additional Amounts with respect to any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. 

  
 37 













 ARTICLE IX 

AMENDMENTS AND WAIVERS 
 9.1
Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Securityholder: 

(a) to cure any ambiguity, defect or inconsistency; 

(b) to comply with Article V; 

(c) to provide for uncertificated Securities in addition to or in place of certificated Securities; 

(d) to make any change that does not adversely affect the rights of any Securityholder; 

(e) to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by
this Indenture; 
 (f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or 

(g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

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

  
 38 













 It shall not be necessary for the consent of the Holders of Securities under this
Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes
effective, the Company shall mail to the Holders of Securities affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver. 
 9.3 Limitations. Without the consent of each
Securityholder affected, an amendment or waiver may not: 
 (a) reduce the principal amount of Securities whose Holders must
consent to an amendment, supplement or waiver; 
 (b) reduce the rate of or extend the time for payment of interest
(including default interest) on any Security; 
 (c) reduce the principal or change the Stated Maturity of any Security or
reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; 
 (d) reduce
the principal amount of Discount Securities payable upon acceleration of the maturity thereof; 
 (e) waive a Default or
Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of
such Series and a waiver of the payment default that resulted from such acceleration); 
 (f) make the principal of or
interest, if any, on any Security payable in any currency other than that stated in the Security; 
 (g) make any change in
Sections 6.8, 6.13 or 9.3 (this sentence); or 
 (h) waive a redemption payment with respect to any Security, provided
that such redemption is made at the Company’s option. 
 9.4 Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. 

  
 39 













 9.5 Revocation and Effect of Consents. Until an amendment is set forth in a
supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting
Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation
before the date of the supplemental indenture or the date the waiver becomes effective. 
 Any amendment or waiver once effective shall bind
every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who
has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 

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

9.7 Trustee Protected. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article
or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate or an Opinion of Counsel or
both complying with Section 10.4. The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate or Opinion of Counsel or both, except that the Trustee need not sign any supplemental indenture that
adversely affects its rights. 
 ARTICLE X 

MISCELLANEOUS 
 10.1 Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. 

10.2 Notices. Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is
duly given if in writing and delivered in person or mailed by first-class mail: 

  
 40 













 if to the Company: 

Spirit Airlines, Inc. 
 2800
Executive Way 
 Miramar, Florida 33025 

Attention: General Counsel 

Telephone: (954) 447-7920 

with a copy to: 

Debevoise & Plimpton LLP 

919 Third Ave 
 New York, New
York 10022 
 Attention: Matthew E. Kaplan 

Telephone: (212) 909-6000 

if to the Trustee: 
 Wilmington
Trust, National Association 
 1100 N. Market Street 

Wilmington, DE 19801 

Attention: Jacqueline Solone 

Telephone: (302) 636-6296 

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

 Any notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series. 

If a notice or communication is mailed or published in the manner provided above, within the time prescribed, it is duly given, whether or not
the Securityholder receives it. 
 If the Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee
and each Agent at the same time. 
 Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any
Security provides for notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary for such Security (or its designee) pursuant to
the customary procedures of such Depositary. 

  
 41 













 10.3 Communication by Holders with Other Holders. Securityholders of any Series may
communicate pursuant to TIA § 312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA § 312(c). 
 10.4 Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 

(a) an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel stating that, in
the opinion of such counsel, all such conditions precedent have been complied with. 
 10.5 Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA §
314(e) and shall include: 
 (a) a statement that the person making such certificate or opinion has read such covenant or
condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such person, he
has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

10.6 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more
Series. Any Agent may make reasonable rules and set reasonable requirements for its functions. 
 10.7 Legal Holidays. Unless
otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 

  
 42 













 10.8 No Recourse Against Others. A director, officer, employee or stockholder (past
or present), as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 

10.9 Counterparts. This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

10.10 Governing Law. THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE
OR THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). 

10.11 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

10.12 Successors. All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor. 
 10.13 Severability. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

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

10.15 Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified


  
 43 













 
percentage in aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of
any Series which are denominated more than one currency, 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 determined by converting any such other currency
into a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of
this Indenture with respect to a particular Series of Securities, such conversion shall be at the spot rate for the purchase of the designated currency as published in the The Financial Times in the “Currency Rates” section (of, if
The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on any date of determination. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this
Indenture. 
 All decisions and determinations provided for in the preceding paragraph shall, in the absence of manifest error, to the
extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Trustee and all Holders. 
 10.16 Judgment
Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking
Day, then the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt
shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York
Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 

  
 44 













 10.17 Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable best
efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

ARTICLE XI 
 SINKING FUNDS 

11.1 Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the
Securities of a Series if so provided by the terms of such Securities PURSUANT TO Section 2.2 and except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 

The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a
“mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of
any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the
Securities of such Series. 
 11.2 Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or
any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than
any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either
at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the
terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officer’s Certificate with


  
 45 













 
respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at
the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments
pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption,
except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such
Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series
purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 
 11.3
Redemption of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officer’s Certificate in respect of a particular Series of Securities) prior to each
sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that
Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officer’s Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 

  
 46 













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

			
	SPIRIT AIRLINES, INC.
		
	By:	 	 /s/ Scott M. Haralson

	Name:	 	Scott M. Haralson
	Title:	 	Senior Vice President and Chief Financial Officer
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Jacqueline Solone

	Name:	 	Jacqueline Solone
	Title:	 	Vice President