EX-4.4





 Exhibit 4.4 

APA CORPORATION, 

Issuer 
 to

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

Trustee 

INDENTURE 
 Dated as of
June 30, 2021 
 Debt Securities 
  












 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture
Act”) and Indenture 
  

			
	 Trust Indenture
 Act Section
	  	Indenture Section
	 §310(a)(1)
	  	607       
	     (a)(2)
	  	607       
	     (b)
	  	608       
	 §312(a)
	  	701       
	     (b)
	  	702       
	     (c)
	  	702       
	 §313(a)
	  	703       
	     (c)
	  	703       
	     (d)
	  	703       
	 §314(a)
	  	704       
	     (c)(1)
	  	102       
	     (c)(2)
	  	102       
	     (e)
	  	102       
	     (f)
	  	102       
	 §316(a) (last sentence)
	  	101       
	     (a)(1)(A)
	  	502,512
	     (a)(1)(B)
	  	513       
	     (b)
	  	508       
	 §317(a)(1)
	  	503       
	     (a)(2)
	  	504       
	     (b)
	  	1003       
	 §318(a)
	  	108         

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

Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310 to and
including 317 are a part of and govern every qualified indenture, whether or not physically contained therein. 

  
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 TABLE OF CONTENTS 
  

							
	 ARTICLE ONE
	  			
	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
	  	 	1	 
			
	 Section 101.
	 	Definitions.	  	 	1	 
			
	 Section 102.
	 	Compliance Certificates and Opinions.	  	 	9	 
			
	 Section 103.
	 	Form of Documents Delivered to Trustee.	  	 	10	 
			
	 Section 104.
	 	Acts of Holders.	  	 	10	 
			
	 Section 105.
	 	Notices, etc. to Trustee and Company.	  	 	12	 
			
	 Section 106.
	 	Notice to Holders of Securities; Waiver.	  	 	12	 
			
	 Section 107.
	 	Language of Notices.	  	 	13	 
			
	 Section 108.
	 	Conflict with Trust Indenture Act.	  	 	14	 
			
	 Section 109.
	 	Effect of Headings and Table of Contents.	  	 	14	 
			
	 Section 110.
	 	Successors and Assigns.	  	 	14	 
			
	 Section 111.
	 	Separability Clause.	  	 	14	 
			
	 Section 112.
	 	Benefits of Indenture.	  	 	14	 
			
	 Section 113.
	 	Governing Law.	  	 	14	 
			
	 Section 114.
	 	Legal Holidays.	  	 	14	 
			
	 Section 115.
	 	Counterparts.	  	 	15	 
			
	 Section 116.
	 	Judgment Currency.	  	 	15	 
		
	 ARTICLE TWO
	  			
	 SECURITIES FORMS 
	  	 	15	 
			
	 Section 201.
	 	Forms Generally.	  	 	15	 
			
	 Section 202.
	 	Form of Trustee’s Certificate of Authentication.	  	 	16	 
			
	 Section 203.
	 	Securities in Global Form.	  	 	16	 
		
	 ARTICLE THREE
	  			
	 THE SECURITIES 
	  	 	17	 
			
	 Section 301.
	 	Amount Unlimited; Issuable in Series.	  	 	17	 
			
	 Section 302.
	 	Currency; Denominations.	  	 	20	 
			
	 Section 303.
	 	Execution, Authentication, Delivery and Dating.	  	 	21	 
			
	 Section 304.
	 	Temporary Securities.	  	 	22	 
			
	 Section 305.
	 	Registration, Transfer and Exchange.	  	 	23	 
			
	 Section 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities.	  	 	26	 
			
	 Section 307.
	 	Payment of Interest; Rights to Interest Preserved.	  	 	27	 


  
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	 Section 308.
	 	Persons Deemed Owners.	  	 	29	 
			
	 Section 309.
	 	Cancellation.	  	 	30	 
			
	 Section 310.
	 	Computation of Interest.	  	 	30	 
			
	 Section 311.
	 	CUSIP, Common Code and ISIN Numbers.	  	 	30	 
		
	 ARTICLE FOUR
	  			
	 SATISFACTION AND DISCHARGE OF INDENTURE 
	  	 	30	 
			
	 Section 401.
	 	Satisfaction and Discharge.	  	 	30	 
			
	 Section 402.
	 	Defeasance and Covenant Defeasance.	  	 	32	 
			
	 Section 403.
	 	Application of Trust Money.	  	 	36	 
			
	 Section 404.
	 	Reinstatement.	  	 	36	 
		
	 ARTICLE FIVE
	  			
	 REMEDIES 
	  	 	36	 
			
	 Section 501.
	 	Events of Default.	  	 	36	 
			
	 Section 502.
	 	Acceleration of Maturity; Rescission and Annulment.	  	 	38	 
			
	 Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	 	39	 
			
	 Section 504.
	 	Trustee May File Proofs of Claim.	  	 	40	 
			
	 Section 505.
	 	Trustee May Enforce Claims without Possession of Securities or Coupons.	  	 	40	 
			
	 Section 506.
	 	Application of Money Collected.	  	 	41	 
			
	 Section 507.
	 	Limitations on Suits.	  	 	41	 
			
	 Section 508.
	 	Unconditional Right of Holders to Receive Principal and any Premium and Interest.	  	 	42	 
			
	 Section 509.
	 	Restoration of Rights and Remedies.	  	 	42	 
			
	 Section 510.
	 	Rights and Remedies Cumulative.	  	 	42	 
			
	 Section 511.
	 	Delay or Omission Not Waiver.	  	 	42	 
			
	 Section 512.
	 	Control by Holders of Securities.	  	 	43	 
			
	 Section 513.
	 	Waiver of Past Defaults.	  	 	43	 
			
	 Section 514.
	 	Waiver of Stay or Extension Laws.	  	 	43	 
			
	 Section 515.
	 	Undertaking for Costs.	  	 	44	 
		
	 ARTICLE SIX
	  			
	 THE TRUSTEE 
	  	 	44	 
			
	 Section 601.
	 	Certain Rights of Trustee.	  	 	44	 
			
	 Section 602.
	 	Notice of Defaults.	  	 	46	 
			
	 Section 603.
	 	Not Responsible for Recitals or Issuance of Securities.	  	 	46	 


  
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	 Section 604.
	 	May Hold Securities.	  	 	46	 
			
	 Section 605.
	 	Money Held in Trust.	  	 	46	 
			
	 Section 606.
	 	Compensation and Reimbursement.	  	 	46	 
			
	 Section 607.
	 	Corporate Trustee Required; Eligibility.	  	 	47	 
			
	 Section 608.
	 	Resignation and Removal; Appointment of Successor.	  	 	48	 
			
	 Section 609.
	 	Acceptance of Appointment by Successor.	  	 	49	 
			
	 Section 610.
	 	Merger, Conversion, Consolidation or Succession to Business.	  	 	51	 
			
	 Section 611.
	 	Appointment of Authenticating Agent.	  	 	51	 
		
	 ARTICLE SEVEN
	  			
	 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 
	  	 	53	 
			
	 Section 701.
	 	Company to Furnish Trustee Names and Addresses of Holders.	  	 	53	 
			
	 Section 702.
	 	Preservation of Information; Communications to Holders.	  	 	53	 
			
	 Section 703.
	 	Reports by Trustee.	  	 	53	 
			
	 Section 704.
	 	Reports by Company.	  	 	54	 
		
	 ARTICLE EIGHT
	  			
	 CONSOLIDATION, MERGER AND SALES 
	  	 	54	 
			
	 Section 801.
	 	Company May Consolidate, Etc., Only on Certain Terms.	  	 	54	 
			
	 Section 802.
	 	Successor Person Substituted for Company.	  	 	55	 
		
	 ARTICLE NINE
	  			
	 SUPPLEMENTAL INDENTURES 
	  	 	55	 
			
	 Section 901.
	 	Supplemental Indentures without Consent of Holders.	  	 	55	 
			
	 Section 902.
	 	Supplemental Indentures with Consent of Holders.	  	 	57	 
			
	 Section 903.
	 	Execution of Supplemental Indentures.	  	 	58	 
			
	 Section 904.
	 	Effect of Supplemental Indentures.	  	 	58	 
			
	 Section 905.
	 	Reference in Securities to Supplemental Indentures.	  	 	58	 
			
	 Section 906.
	 	Conformity with Trust Indenture Act.	  	 	58	 
		
	 ARTICLE TEN
	  			
	 COVENANTS 
	  	 	59	 
			
	 Section 1001.
	 	Payment of Principal, any Premium, and Interest.	  	 	59	 
			
	 Section 1002.
	 	Maintenance of Office or Agency.	  	 	59	 
			
	 Section 1003.
	 	Money for Securities Payments to Be Held in Trust.	  	 	60	 
			
	 Section 1004.
	 	Limitation on Liens.	  	 	61	 
			
	 Section 1005.
	 	Corporate Existence.	  	 	64	 
			
	 Section 1006.
	 	Waiver of Certain Covenants.	  	 	64	 


  
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	 Section 1007.
	 	Company Statement as to Compliance; Notice of Certain Defaults.	  	 	65	 
		
	 ARTICLE ELEVEN
	  			
	 REDEMPTION OF SECURITIES 
	  	 	65	 
			
	 Section 1101.
	 	Applicability of Article.	  	 	65	 
			
	 Section 1102.
	 	Election to Redeem; Notice to Trustee.	  	 	65	 
			
	 Section 1103.
	 	Selection by Trustee of Securities to be Redeemed.	  	 	66	 
			
	 Section 1104.
	 	Notice of Redemption.	  	 	66	 
			
	 Section 1105.
	 	Deposit of Redemption Price.	  	 	67	 
			
	 Section 1106.
	 	Securities Payable on Redemption Date.	  	 	68	 
			
	 Section 1107.
	 	Securities Redeemed in Part.	  	 	68	 
		
	 ARTICLE TWELVE
	  			
	 REPAYMENT AT THE OPTION OF HOLDERS 
	  	 	69	 
			
	 Section 1201.
	 	Applicability of Article.	  	 	69	 
		
	 ARTICLE THIRTEEN
	  			
	 SECURITIES IN FOREIGN CURRENCIES 
	  	 	69	 
			
	 Section 1301.
	 	Applicability of Article.	  	 	69	 
		
	 ARTICLE FOURTEEN
	  			
	 MEETINGS OF HOLDERS OF SECURITIES 
	  	 	70	 
			
	 Section 1401.
	 	Purposes for Which Meetings May Be Called.	  	 	70	 
			
	 Section 1402.
	 	Call, Notice and Place of Meetings.	  	 	70	 
			
	 Section 1403.
	 	Persons Entitled to Vote at Meetings.	  	 	70	 
			
	 Section 1404.
	 	Quorum; Action.	  	 	71	 
			
	 Section 1405.
	 	Determination of Voting Rights; Conduct and Adjournment of Meetings.	  	 	71	 
			
	 Section 1406.
	 	Counting Votes and Recording Action of Meetings.	  	 	72	 

  

  
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 INDENTURE, dated as of June 30, 2021 (this “Indenture”), between
APA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”), having its principal executive office located at One Post Oak Central, 2000 Post Oak Boulevard,
Suite 100, Houston, Texas 77056-4400, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America (hereinafter called the “Trustee”), having its
Corporate Trust Office located at 1 Independent Drive, Suite 620, Jacksonville, Florida 32202. 
 Recitals 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of Indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and
to have such other provisions as shall be fixed as hereinafter provided. 
 The Company has duly authorized the execution and delivery of
this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities
and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof and any Coupons (as herein defined) as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 101. Definitions. 
 Except as
otherwise expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this Indenture: 
  

	 	(1)	 the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as
well as the singular; 


  

	 	(2)	 all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein; 


  

  
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	 	(3)	 all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted at the date of such computation; 


  

	 	(4)	 the words “herein”, “hereof”, “hereto” and “hereunder” and other words
of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 


  

	 	(5)	 the word “or” is always used inclusively (for example, the phrase “A or B” means “A or
B or both”, not “either A or B but not both”). Certain terms used principally in certain Articles hereof are defined in those Articles. 



“Act”, when used with respect to any Holder, has the meaning specified in Section 104. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the foregoing. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 611 to act on behalf of the Trustee to
authenticate Securities of one or more series. 
 “Authorized Newspaper” means a newspaper, in an official language of the place
of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are Legal Holidays in the place of publication, and of general circulation in each
place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case on any day that is a Business Day in the place of publication. 

“Bearer Security” means any Security in the form established pursuant to Section 201 which is payable to bearer. 

“Board of Directors” means the board of directors of the Company or any committee of that board duly authorized to act generally or
in any particular respect for the Company hereunder. 
 “Board Resolution” means a copy of one or more resolutions, certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee. 

“Business Day”, with respect to any Place of Payment or other location, means, unless otherwise specified with respect to any
Securities pursuant to Section 301, any day other than a 

  
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Saturday, Sunday or other day on which banking institutions in such Place of Payment or other location are authorized or obligated by law, regulation or executive order to close. 

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

“Common Stock” includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. 

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” and “Company Order” mean, respectively, a written request or order, as the case may be, signed in the
name of the Company by the Chairman of the Board of Directors, a Vice Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.

 “Consolidated Net Tangible Assets” means the aggregate amount of assets of the Company and its Subsidiaries (including
investments in non-consolidated Persons) after deducting therefrom (a) all current liabilities (excluding current maturities of Funded Debt and any current liabilities constituting Funded Debt by reason
of being renewable or extendible at the option of the obligor) and (b) all goodwill, trade names, trademarks, and patents, all as set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries and computed in
accordance with GAAP. 
 “Corporate Trust Office” means the principal corporate trust office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office at the date of original execution of this Indenture is located at 1 Independent Drive, Suite 620, Jacksonville, Florida 32202. 

“Corporation” includes corporations and limited liability companies and, except for purposes of Article Eight, associations,
companies and business trusts. 
 “Coupon” means any interest coupon appertaining to a Bearer Security. 

“Currency”, with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest on any
Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars. 
 “Defaulted Interest” has the meaning
specified in Section 307. 

  
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 “Dollars” or “$” means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America. 
 “Event of Default” has the meaning specified in
Section 501. 
 “Foreign Currency” means any currency, currency unit or composite currency issued by the government of one or
more countries other than the United States of America or by any recognized confederation or association of such governments. 

“Funded Debt” means all Indebtedness of the Company or any of its Subsidiaries for borrowed money which is not by its terms
subordinated in right of payment to the prior payment in full of the Securities, having a maturity of more than 12 months from the date of issuance or having a maturity of less than 12 months from such date of issuance but by its terms
being (a) renewable or extendible beyond 12 months from such date at the option of the obligor or (b) issued in connection with a commitment by a bank or other financial institution to lend so that such Indebtedness is treated as
though it had a maturity in excess of 12 months pursuant to GAAP. 
 “GAAP” means such accounting principles as are generally
accepted in the United States of America as of the date or time of any computation required hereunder. 
 “Government Obligations”
means securities which are (i) direct obligations of the United States of America or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any premium or interest on such
Security shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America or such other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of
America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company
as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt. 

“Holder”, in the case of any Registered Security, means the Person in whose name such Security is registered in the Security
Register and, in the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof. 

“Indebtedness” means any obligation created or assumed by any Person for the repayment of money borrowed, any purchase money
obligation created or assumed by such Person, and any guarantee of the foregoing. 

  
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 “Indenture” means this instrument as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such Security and any Coupon appertaining thereto established pursuant
to Section 301 (as such terms and provisions may be amended pursuant to the applicable provisions hereof). 
 “Indexed
Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance. 

“Interest”, with respect to any Original Issue Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity. 
 “Interest Payment Date”, with respect to any Security, means the Stated Maturity of an
installment of interest on such Security. 
 “Judgment Currency” has the meaning specified in Section 116. 

“Legal Holiday”, with respect to any Place of Payment or other location, means a Saturday, a Sunday or a day on which banking
institutions in such Place of Payment or other location are not authorized or obligated to be open. 
 “Lien” has the meaning
specified in Section 1004. 
 “Limited Recourse Indebtedness” means Indebtedness of a Person for which there is no recourse
whatsoever to such Person for the repayment thereof other than recourse limited to the cash flow from the assets constituting collateral therefor and recourse to the extent necessary to enable amounts to be claimed in respect of such Indebtedness
upon an enforcement of any Lien on any such assets; provided that (a) the extent of such recourse is limited solely to the amount of any recoveries made on any such enforcement, and (b) the holder of such Indebtedness is not entitled, by
virtue of any right or claim arising out of or in connection with such Indebtedness to commence proceedings for the winding up or dissolution of, or to appoint or procure the appointment of any receiver, trustee or similar person or official in
respect of, such Person or any of its assets (other than the assets the subject of such Lien). 
 “Maturity”, with respect to any
Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of
redemption or repurchase, notice of option to elect repayment or otherwise, and includes the Redemption Date. 
 “New York Banking
Day” has the meaning specified in Section 116. 
 “Office” or “Agency”, with respect to any Securities, means
an office or agency of the Company maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other office or agency of the Company maintained or designated for such Securities pursuant to
Section 1002 or, to the extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee. 

  
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 “Officers’ Certificate” means a certificate signed by the Chairman of the
Board, a Vice Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, that complies with the requirements of Section 314(e) of the Trust Indenture Act
and is delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel
for the Company or other counsel who shall be reasonably acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee. 

“Ordinary Course Lien” has the meaning specified in Section 1004. 

“Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for declaration of an amount
less than the principal face amount thereof to be due and payable upon acceleration pursuant to Section 502. 

“Outstanding”, when used with respect to any Securities, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except: 
  

	 	(1)	 any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or
the Security Registrar for cancellation; 


  

	 	(2)	 any such Security for whose payment upon Maturity money in the necessary amount has been theretofore deposited
pursuant hereto (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities and any Coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;



  

	 	(3)	 any such Security with respect to which the Company has effected defeasance or covenant defeasance pursuant to
Section 402, except to the extent provided in Section 402; and 


  

	 	(4)	 any such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid
obligation of the Company; 


 provided, however, that 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 or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount of an Original Issue Discount Security
that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the 

  
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amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a declaration of
acceleration thereof pursuant to Section 502 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed outstanding for such purpose
shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign Currency shall be the
Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor, shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the
pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the Securities or any Coupons appertaining thereto or an Affiliate of the Company or such other obligor. 

“Paying Agent” means any Person authorized by the Company to pay the principal of, or any premium or interest on, any Security or
any Coupon on behalf of the Company. 
 “Person” means any individual, Corporation, partnership, joint venture, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “Place of Payment”,
with respect to any Security, means the place or places where the principal of, or any premium or interest on, such Security are payable as provided in or pursuant to this Indenture or such Security. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same Indebtedness
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or any Security to
which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same Indebtedness as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains.

 “Principal Property” means a property interest in any (i) oil, gas, or other liquid or gaseous hydrocarbon, or
(ii) natural gas, natural gas liquid, or crude oil pipeline, distribution system, gathering system, storage facility, or processing plant, and in the case of (i) and (ii), owned by the Company or its Subsidiaries, located in the United
States or offshore the United States, and the gross book value (without deduction of any depreciation or depletion reserves) of which, as shown on the books of the owner thereof on the date as of which the determination is being made, exceeds 5% of
Consolidated Net Tangible Assets as shown on the most recent fiscal quarter-end or year-

  
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end, as the case may be, consolidated balance sheet of the Company and its Subsidiaries, other than any such property that the Board of Directors declares is not material to the business of the
Company and its Subsidiaries as an entirety. 
 “Redemption Date”, with respect to any Security or portion thereof to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture or such Security. 
 “Redemption Price”, with respect to
any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security. 

“Registered Security” means any Security established pursuant to Section 201 which is registered in the Security Register. 

“Regular Record Date” for the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture or such Security as the “Regular Record Date”. 
 “Required Currency”
has the meaning specified in Section 116. 
 “Responsible Officer” means any officer of the Trustee in its Corporate Trust
Office with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject. 
 “Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or
any other evidences of Indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities”, with
respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 

“Special Record Date” for the payment of any Defaulted Interest on any Registered Security means a date fixed by the Trustee
pursuant to Section 307. 
 “Stated Maturity” with respect to any Security or any installment of principal thereof or
interest thereon, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” means any Corporation of which at the time of determination the Company or one or more of its Subsidiaries owns or
controls directly or indirectly more than 50% of the shares of Voting Stock. 

  
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 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the
Commission under or in furtherance of the purposes of such Act or provision, as the case may be. 
 “Trustee” means the Person
named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any
series shall mean the Trustee with respect to the Securities of such series. 
 “United States”, except as otherwise provided in
or pursuant to this Indenture or any Security, means the United States of America (including the states thereof and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 

“U.S. Depository” or “Depository” means, with respect to any Security issuable or issued in the form of one or more global
Securities, the Person designated as U.S. Depository or Depository by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “U.S. Depository” or “Depository” shall mean, with respect to
any Securities, the qualifying entity which has been appointed with respect to such Securities. 
 “Vice President”, when used
with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President”. 

“Voting Stock” means stock of a Corporation of the class or classes having general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers or trustees of such Corporation provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered
voting stock whether or not such event shall have happened. 
 Section 102. Compliance Certificates and Opinions. 

Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of
them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

  
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 Section 103. Form of Documents Delivered to Trustee. 

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

Section 104. Acts of Holders. 

(i)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by
or pursuant to this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. If, but only if,
Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly
called and held in accordance with the provisions of Article Fourteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section.
The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1406. 

  
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 Without limiting the generality of this Section 104, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a U.S. Depository that is a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such
global Security through such U.S. Depository’s standing instructions and customary practices. 
 The Trustee shall fix a record date
for the purpose of determining the Persons who are beneficial owners of interest in any permanent global Security held by a U.S. Depository entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record
date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other Act, whether or not such Holders remain Holders after such
record date. No such request, demand, authorization, direction, notice, consent, waiver or other Act shall be valid or effective if made, given or taken more than 90 days after such record date. 

(ii)    The fact and date of the execution by any Person of any such instrument or writing may be proved in
any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this
Section. 
 (iii)    The ownership, principal amount and serial numbers of Registered Securities held by
any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register. 

(iv)    The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the
date of the commencement and the date of the termination of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably
acceptable to the Company, wherever situated, if such certificate shall be deemed by the Company and the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the
Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company
may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities
held by the Person so executing such instrument or writing and the date of the commencement and the 

  
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date of the termination of holding the same may also be proved in any other manner which the Company and the Trustee deem sufficient. 

(v)    If the Company shall solicit from the Holders of any Registered Securities any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date,
but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement
or consent by the Holders of Registered Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 

(vi)    Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder
of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by
the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such Act is made upon such Security. 

Section 105. Notices, etc. to Trustee and Company. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 
  

	 	(1)	 the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust and Escrow Services, or 


  

	 	(2)	 the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of its Treasurer at the address of its principal office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company. 


 Section 106. Notice to Holders of Securities;
Waiver. 
 Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders
of Securities of any event, 

  
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	 	(1)	 such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid (or when a series of Securities is in global form, sent pursuant to the applicable procedures of the Depository or U.S. Depository, as the case may be), to each Holder of a Registered Security affected by such event, at
his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and 



 

	 	(2)	 such notice shall be sufficiently given to Holders of Bearer Securities, if any, if published in an Authorized
Newspaper in The City of New York and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that such stock exchange so requires, on a
Business Day at least twice, the first such publication to be not earlier than the earliest date and the second such publication not later than the latest date prescribed for the giving of such notice. 



In any case where notice to Holders of Registered Securities is sent pursuant to the terms hereof, neither the failure to send such notice,
nor any defect in any notice so sent, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. Any notice which is sent in the manner herein provided shall be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail or otherwise send it pursuant to the terms hereof, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder. 
 In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any
other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice sent to
Holders of Registered Securities as provided above. 
 Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such waiver. 
 Section 107. Language of Notices. 

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. 

  
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 Section 108. Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon
by Section 318(c) thereof, such required provision shall control. 
 Section 109. Effect of Headings and Table of Contents; Interpretation.

 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

 The serial comma is sometimes included and sometimes omitted. Its inclusion or omission shall not affect the interpretation of any
phrase. 
 Section 110. Successors and Assigns. 

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

Section 111. Separability Clause. 

In case any provision in this Indenture, any Security or any Coupon shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 112. Benefits of Indenture. 

Nothing in this Indenture, any Security or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent and their successors hereunder and the Holders of Securities or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 113. Governing Law. 
 This
Indenture, the Securities and any Coupons shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state without regard to
the conflict of laws principles thereof. 
 Section 114. Legal Holidays. 

Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date or Maturity of any
Security shall be a Legal Holiday at any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than a provision in any Security or Coupon that specifically states that such provision shall
apply in lieu hereof) payment need not be made at such Place of Payment on such date, and no interest shall accrue on the amount payable on such date or at such time for the period from and 

  
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after such Interest Payment Date or Maturity, as the case may be, to the next succeeding Business Day. 

Section 115. Counterparts. 
 This
Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be
their original signatures for all purposes. 
 Section 116. Judgment Currency. 

The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, 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 New
York Banking Day preceding that on which a final unappealable judgment is given and (b) the Company’s obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender,
or any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of
the full amount of the Required Currency expressed to be payable in respect of such payments, (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 or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive
order to be closed. 
 ARTICLE TWO 

SECURITIES FORMS 
 Section 201.
Forms Generally. 
 Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to
this Indenture shall be in the form established by or pursuant to a Board Resolution, an Officers’ Certificate or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon


  
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as may, consistently herewith, be determined by the officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon. 

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without
Coupons and shall not be issuable upon the exercise of warrants. 
 Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or
Coupons, as evidenced by their execution of such Securities or Coupons. 
 Section 202. Form of Trustee’s Certificate of
Authentication. 
 Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following
form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, 
 as Trustee 
  


			
	By	 	  
 Authorized
Officer



 Section 203. Securities in Global Form. 

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount
as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement
of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall
be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. 

Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of
principal of, and any premium and interest on, any 

  
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Security in temporary or permanent global form shall be made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent
of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. 

ARTICLE THREE 
 THE
SECURITIES 
 Section 301. Amount Unlimited; Issuable in Series. 

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be
issued in one or more series. 
 With respect to any Securities to be authenticated and delivered hereunder, there shall be established in
or pursuant to a Board Resolution, an Officers’ Certificate or established in one or more indentures supplemental hereto, 
  

	 	(1)	 the title of such Securities and the series in which such Securities shall be included; 



 

	 	(2)	 any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305,
306, 905 or 1107, upon repayment on part of any Registered Security of such series pursuant to Article Twelve or pursuant to the terms of such Securities); 


  

	 	(3)	 if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer
Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and the terms, if any, upon
which Bearer Securities may be exchanged for Registered Securities and vice versa; 


  

	 	(4)	 if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in
global form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same
series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, and (iii) the name of the




  
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Depository or the U.S. Depository, as the case may be, with respect to any global Security; 

  

	 	(5)	 if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any
such Bearer Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued); 


  

	 	(6)	 if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion
of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect
to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited
to the Persons entitled to interest payable on such Interest Payment Date; 


  

	 	(7)	 the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which
the principal of such Securities is payable; 


  

	 	(8)	 the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by
which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such
interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the
manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 



 

	 	(9)	 if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the
principal of, and any premium and interest on, such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in
respect of such Securities and this Indenture may be served, the extent to which, or the manner in which, any interest payment on a global Security on an Interest Payment Date, will be paid and the manner in which any principal of or premium, if
any, on any global Security will be paid; 


  

	 	(10)	 whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates
on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company; 



 

	 	(11)	 the denominations in which any of such Securities that are Registered Securities shall be issuable if other
than denominations of $1,000 and any integral multiple 



  
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thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000; 


 

	 	(12)	 if other than the principal amount thereof, the portion of the principal amount of any of such Securities that
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be determined; 



 

	 	(13)	 if other than Dollars, the Foreign Currency in which payment of the principal of, or any premium or interest
on, any of such Securities shall be payable; 


  

	 	(14)	 if the principal of, or any premium or interest on, any of such Securities are to be payable, at the election
of the Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which, and the other terms and
conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid
pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Company or a Holder thereof
or otherwise, in a Foreign Currency; 


  

	 	(15)	 whether the amount of payments of principal of, or any premium or interest on, such Securities may be
determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms
and conditions upon which and the manner in which such amounts shall be determined and paid or payable; 


  

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



 

	 	(17)	 if either or both of Section 402(2) relating to defeasance or Section 402(3) relating to covenant
defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 402(3) relating to the Securities of such series shall be subject to covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of Article Four in respect of the Securities of such series; 


  

	 	(18)	 if any of such Securities are to be issuable upon the exercise of warrants, and the time, manner and place for
such Securities to be authenticated and delivered; 


  

	 	(19)	 if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether
upon original issue or upon exchange of a temporary 



  
 -19- 














	 	
Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;


  

	 	(20)	 if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each
Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities; 


  

	 	(21)	 conditions, if any, with respect to the redemption of Securities, and 



 

	 	(22)	 any other terms of such Securities and any deletions from or modifications or additions to this Indenture in
respect of such Securities. 


 All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities
of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall
accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’ Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The
terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the
Officers’ Certificate or supplemental indenture (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Officers’ Certificate or any applicable
supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless
otherwise so provided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities. 

If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series. 

Section 302. Currency; Denominations. 

Unless otherwise provided in or pursuant to this Indenture, the principal of, and any premium and interest on, the Securities shall be payable
in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form without Coupons in denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities denominated in Dollars shall be issuable in the denomination of $5,000. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture.


  
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 Section 303. Execution, Authentication, Delivery and Dating. 

Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President, its Treasurer or
one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer, one of its Vice Presidents or any Assistant Treasurer of the Company. The signature of
any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. 
 Securities and any Coupons
appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices
prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons. 
 At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Company, to the Trustee for authentication and, provided that the
Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such Securities have been delivered to
the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected
in relying upon, 
  

	 	(1)	 an Opinion of Counsel to the effect that: 



(a) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this
Indenture; 
 (b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto,
have been complied with and that such Securities, and Coupons, when completed by appropriate insertions, executed and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance,
fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the
Holders thereof to the benefits 

  
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of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; 

(c) all laws and requirements in respect of the execution and delivery by the Company of such Securities and Coupons, if any, have been
complied with; and 
 (d) this Indenture has been qualified under the Trust Indenture Act; and 

 

	 	(2)	 an Officers’ Certificate stating that, to the best knowledge of the Persons executing such certificate, no
event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. 



If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers’ Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Company that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied with. 
 The Trustee shall not be required to authenticate or
to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. 

Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be
dated as of the date specified in or pursuant to this Indenture. 
 No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or 611 executed by or on behalf of the Trustee
or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.
Except as permitted by Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled. 

Section 304. Temporary Securities. 

Pending the preparation of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially


  
 -22- 













 
of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or
without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form. 
 Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities of the same series and containing
terms and provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities,
without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or pursuant
to this Indenture, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set
forth in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series. 
 Section 305. Registration, Transfer and Exchange. 

With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being
herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee
shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series
of Securities. 
 Upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series denominated as authorized in or pursuant to this
Indenture, of a like 

  
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aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series
containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. 

If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or
Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of
such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided
in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. 

Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange
for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date
or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may
be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when
due in accordance with the provisions of this Indenture. 
 If provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. 

  
 -24- 













 Whenever any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in
writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities. If
the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay
but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the
same series, containing identical terms and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security
shall be surrendered from time to time by the U.S. Depository or such other Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for
each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on
the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location
in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in
accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before


  
 -25- 













 
the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in
respect of such portion of such global Security shall be payable in accordance with the provisions of this Indenture. 
 All Securities
issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon
such registration of transfer or exchange. 
 Every Registered Security presented or surrendered for registration of transfer or for
exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such
Security duly executed by the Holder thereof or his attorney duly authorized in writing. 
 No service charge shall be made for any
registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge. 

Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of
or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the same series under Section 1103 and ending at the close of business on the
day of such selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series,
provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 

Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security or a Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously
outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered Security. 

  
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 If there be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the Company shall execute and, upon Company Request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously outstanding, with Coupons corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains. 
 Notwithstanding the foregoing provisions of this Section 306, in case any mutilated, destroyed, lost or stolen
Security or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon; provided, however, that principal of, or any premium or interest on, any Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency for such Securities located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer
Securities shall be payable only upon presentation and surrender of the Coupons appertaining thereto. 
 Upon the issuance of any new
Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 
 Every new Security, with any Coupons appertaining thereto issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen Security and Coupons appertaining
thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the Coupons, if
any, duly issued hereunder. 
 The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to
particular Securities or generally, shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons. 

Section 307. Payment of Interest; Rights to Interest Preserved. 

Unless otherwise provided in or pursuant to this Indenture, any interest on any Registered Security which shall be payable, and are punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest. Unless
otherwise provided in or pursuant to this Indenture, in case a Bearer Security is surrendered 

  
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in exchange for a Registered Security after the close of business at an Office or Agency for such Security on any Regular Record Date therefor and before the opening of business at such Office or
Agency on the next succeeding Interest Payment Date therefor, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest shall not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 

Unless otherwise provided in or pursuant to this Indenture, any interest on any Registered Security which shall be payable, but shall not be
punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: 
  

	 	(1)	 The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Registered
Security (or a Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on such Registered Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of
the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid (or when a series of Securities is in global form, sent pursuant to the applicable
procedures of the Depository or U.S. Depository, as the case may be), to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register not less than 10 days prior to such Special
Record Date. The Trustee shall, upon receipt of a Company Request, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been sent as aforesaid,
such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on such 



  
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Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security is surrendered at the Office or Agency for such Security in exchange for a
Registered Security after the close of business at such Office or Agency on any Special Record Date and before the opening of business at such Office or Agency on the related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Defaulted Interest and Defaulted Interest shall not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but shall be
payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. 

  

	 	(2)	 The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such
payment shall be deemed practicable by the Trustee. 


 Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on Registered Securities that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security
Register or by transfer to an account maintained by the payee with a bank located in the United States. 
 Subject to the foregoing
provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Security. 
 Section 308. Persons Deemed Owners. 

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of, and any premium and (subject to Sections 305
and 307) interest on, such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the Company, nor the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary. 
 The Company, the Trustee and any agent of the Company or the Trustee may treat the
bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with
respect to such Security or Coupon shall be overdue, and neither the Company, nor the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 

  
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 No holder of any beneficial interest in any global Security held on its behalf by a
Depository shall have any rights under this Indenture with respect to such global Security, and such Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such global Security for all
purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a
global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
 Section 309.
Cancellation. 
 All Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be
cancelled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. Subject to the Trustee’s
retention procedures, all cancelled Securities and Coupons held by the Trustee shall be destroyed by the Trustee, unless by a Company Order the Company directs their return to it. 

Section 310. Computation of Interest. 

Except as otherwise provided in or pursuant to this Indenture or in any Security, interest on the Securities shall be computed on the basis of
a 360-day year of twelve 30-day months. 
 Section 311. CUSIP,
Common Code and ISIN Numbers.  
 The Company in issuing the Securities may use “CUSIP”, “Common Code” and
“ISIN” numbers and, if so, the Trustee shall use “CUSIP”, “Common Code” and “ISIN” numbers in notices of redemption or purchase as a convenience to Holders; provided, however, 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 or purchase and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption or purchase shall not be affected by any defect in or omission of such CUSIP, Common Code and ISIN numbers. The Company shall promptly notify the Trustee in writing of any change in the
CUSIP, Common Code and ISIN numbers. 
 ARTICLE FOUR 

SATISFACTION AND DISCHARGE OF INDENTURE 

Section 401. Satisfaction and Discharge. 

Upon the direction of the Company by a Company Order, this Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Company Order and any 

  
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Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when 
  

	 	(1)	 either 



(a) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons
appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 305, (ii) Securities
and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant
Redemption Date whose surrender has been waived as provided in Section 1106, and (iv) Securities and Coupons of such series for whose payment money in the applicable Currency has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

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

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

(iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire Indebtedness on such Securities and any Coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation, including the principal of, and any premium and interest on, such Securities and any Coupons appertaining thereto, to the date of such deposit (in the case of Securities which have become due and payable)
or to the Maturity thereof, as the case may be; 
  

	 	(2)	 the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the
Outstanding Securities of such series and any Coupons appertaining thereto; and 


  

	 	(3)	 the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating 



  
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to the satisfaction and discharge of this Indenture as to such series have been complied with. 


In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. 

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to
the Trustee under Section 606 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Securities of such
series under Sections 305, 306, 403, and 1002 and the last paragraph of Section 1003 shall survive. 
 Section 402. Defeasance and Covenant
Defeasance. 
  

	 	(1)	 Unless, pursuant to Section 301, either or both of (i) defeasance of the Securities of or within a
series under clause (2) of this Section 402, or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 402 shall not be applicable with respect to the Securities of such series,
then such provisions, together with the other provisions of this Section 402 (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and any
Coupons appertaining thereto, and the Company may at its option by Board Resolution or Officers’ Certificate, at any time, with respect to such Securities and any Coupons appertaining thereto, elect to have Section 402(2) or
Section 402(3) be applied to such Outstanding Securities and any Coupons appertaining thereto upon compliance with the conditions set forth below in this Section 402. 



 

	 	(2)	 Upon the Company’s exercise of the above option applicable to this Section 402(2) with respect to any
Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any Coupons appertaining thereto on the date the conditions set forth in clause (4) of
this Section 402 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by such Outstanding Securities and
any Coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of this Section 402 and the other Sections of this Indenture referred to in clauses (i) and (ii)
below, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities and any Coupons
appertaining thereto to receive, solely from the trust fund described in clause (4) of this Section 402 and as more fully set forth in such Section, payments in respect of the principal




  
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of, and any premium and interest, on such Securities and any Coupons appertaining thereto when such payments are due, and any rights of such Holder to convert or exchange such Securities into
Common Stock or other securities, (ii) the obligations of the Company and the Trustee with respect to such Securities under Sections 305, 306, 1002 and 1003, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(iv) this Section 402. The Company may exercise its option under this Section 402(2) notwithstanding the prior exercise of its option under clause (3) of this Section 402 with respect to such Securities and any Coupons
appertaining thereto. 

  

	 	(3)	 Upon the Company’s exercise of the above option applicable to this Section 402(3) with respect to any
Securities of or within a series, the Company shall be released from its obligations under Section 1004, and, to the extent specified pursuant to Section 301, any other covenant applicable to such Securities, with respect to such
Outstanding Securities and any Coupons appertaining thereto on and after the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant, but
shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any Coupons appertaining thereto, the Company may omit to
comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such
other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(3) or
otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and Coupons appertaining thereto shall be unaffected thereby. 



 

	 	(4)	 The following shall be the conditions to application of clause (2) or (3) of this Section 402 to any
Outstanding Securities of or within a series and any Coupons appertaining thereto: 


 (a) The Company shall irrevocably
have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Section 402 applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, 

1. an amount in Dollars or in such Foreign Currency in which such Securities and any Coupons appertaining thereto are then
specified as payable at Stated Maturity, or 

  
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 2. Government Obligations applicable to such Securities and Coupons
appertaining thereto (determined on the basis of the Currency in which such Securities and Coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any Coupons appertaining thereto, money in an amount,
or 
 3. a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such
principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any Coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or
interest on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons appertaining thereto. 

(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by which it is bound. 
 (c) No Event of Default or event which
with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons appertaining thereto shall have occurred and be continuing on the date of such deposit and, with respect to defeasance only, at any
time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 

(d) In the case of an election under clause (2) of this Section 402, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue 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 shall confirm that, the beneficial owners of such Outstanding Securities and any Coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had
not occurred. 
 (e) In the case of an election under clause (3) of this Section 402, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the beneficial owners of such Outstanding Securities and any Coupons appertaining 

  
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thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred. 
 (f) The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance under clause (2) or (3) of this Section 402 (as the case may be) have
been complied with. 
 (g) Notwithstanding any other provisions of this Section 402(4), such defeasance or covenant defeasance shall be
effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. 

 

	 	(5)	 Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or
other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 402(5) and Section 403, the
“Trustee”) pursuant to clause (4) of Section 402 in respect of any Outstanding Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and any Coupons appertaining thereto 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 Holders of such
Securities and any Coupons appertaining thereto of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.



 Unless otherwise specified in or pursuant to this Indenture or any Security, if, after a deposit referred to in
Section 402(4)(a) has been made, the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security to receive payment in a Currency other than that in
which the deposit pursuant to Section 402(4)(a) has been made in respect of such Security, the Indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of, and any premium and interest on, such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election based on the applicable market exchange rate for such Currency in effect on the second Business Day prior to
each payment date. 
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 402 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding
Securities and any Coupons appertaining thereto. 

  
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 Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 402 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance,
as applicable, in accordance with this Section 402. 
 Section 403. Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee pursuant
to Section 401 or 402 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium and interest for whose payment such money has or Government Obligations have been deposited with or received by the Trustee; but such
money and Government Obligations need not be segregated from other funds except to the extent required by law. 
 Section 404. Reinstatement.

 If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released
pursuant to this Article shall be revived and reinstated as though no deposit has occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to this Article with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 

ARTICLE FIVE 

REMEDIES 
 Section 501.
Events of Default. 
 “Event of Default”, wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of such series pursuant to this
Indenture: 

  
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	 	(1)	 failure to pay any interest on any Security of such series when such interest becomes due and payable, and
continuance of such default for a period of 30 days; or 


  

	 	(2)	 failure to pay the principal of or any premium on any Security of such series when it becomes due and payable;
or 


  

	 	(3)	 failure to perform or the breach, of any covenant or warranty of the Company in this Indenture or the
Securities (other than a covenant or warranty a default in the performance or the breach of which is elsewhere in this Section specifically dealt with or which has been expressly included in this Indenture solely for the benefit of a series of
Securities other than such series), and continuance of such failure or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such failure or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or



  

	 	(4)	 the entry by a court having competent jurisdiction of: 



(a) a decree or order for relief in respect of the Company or any Subsidiary in an involuntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 

(b) a decree or order adjudging the Company or any Subsidiary to be insolvent, or approving a petition seeking reorganization, arrangement,
adjustment or composition of the Company or any Subsidiary and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 

(c) a final and non-appealable order appointing a custodian, receiver, liquidator, assignee, trustee or
other similar official of the Company or any Subsidiary or of any substantial part of the property of the Company or any Subsidiary, as the case may be, or ordering the winding up or liquidation of the affairs of the Company or any Subsidiary; or

  

	 	(5)	 the commencement by the Company or any Subsidiary of a voluntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by the Company or any Subsidiary to the entry of a decree or order for relief in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by the Company or any Subsidiary of a petition or answer or consent seeking reorganization or
relief under any applicable law, or the consent by the Company or any Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of the Company
or any Subsidiary or any 



  
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substantial part of the property of the Company or any Subsidiary or the making by the Company or any Subsidiary of an assignment for the benefit of creditors, or the taking of corporate action
by the Company or any Subsidiary in furtherance of any such action; or 

  

	 	(6)	 any other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series.



 Section 502. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in clause
(4) or (5) of Section 501) occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the principal of all the Securities of such series, or
such lesser amount as may be provided for in the Securities of such series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such
lesser amount shall become immediately due and payable. 
 If an Event of Default specified in clause (4) or (5) of Section 501
occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or such lesser amount as may be provided for in the Securities of such series) 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 of any Security of that series. 
 At any time after
Securities of any series have been accelerated 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 not less than a majority in principal amount of the
Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 
  

	 	(1)	 the Company has paid or deposited with the Trustee a sum of money sufficient to pay 



(a) all overdue installments of any interest on all Securities of such series and any Coupon appertaining thereto, 

(b) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of acceleration
and interest thereon at the rate or rates borne by or provided for in such Securities, 
 (c) to the extent that payment of such interest is
lawful, interest upon overdue installments of any interest at the rate or rates borne by or provided for in such Securities, and 
 (d) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 606; and 

  
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	 	(2)	 all Events of Default with respect to Securities of such series, other than the
non-payment of the principal of, and any premium and interest on, Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided
in Section 513. 


 No such rescission shall affect any subsequent default or impair any right consequent thereon.

 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if 
  

	 	(1)	 there is a failure to pay any installment of interest on any Security or any Coupon appertaining thereto when
such interest shall have become due and payable and such default continues for a period of 30 days, or 


  

	 	(2)	 there is a failure to pay the principal of or any premium on any Security at its Maturity,



 the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons
appertaining thereto, the whole amount of money then due and payable with respect to such Securities and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall
be legally enforceable, upon any overdue installments of interest at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of money 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 and all other amounts due to the Trustee under Section 606. 

If the Company fails to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and 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 any Coupons appertaining thereto and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon
such Securities and any Coupons appertaining thereto, wherever situated. 
 If an Event of Default with respect to 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 and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted herein or therein, or to
enforce any other proper remedy. 

  
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 Section 504. Trustee May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or 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 any overdue principal, premium or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise, 
  

	 	(1)	 to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities
of such series, of the principal and any premium and interest owing and unpaid in respect of the Securities and any Coupons appertaining thereto 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 or counsel) and of the Holders of Securities or any Coupons allowed in such judicial proceeding, and



  

	 	(2)	 to collect and receive any monies 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 of Securities or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities or any Coupons, to
pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 606. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security or any Coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee or other similar
committee. 
 Section 505. Trustee May Enforce Claims without Possession of Securities or Coupons. 

All rights of action and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or
judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit 

  
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of each and every Holder of a Security or Coupon in respect of which such judgment has been recovered. 

Section 506. Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, or any premium or interest, upon presentation of the Securities or Coupons, or both, as the case may be, 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 and any predecessor Trustee under Section 606;

 SECOND: To the payment of the amounts then due and unpaid upon the Securities and any Coupons for principal and any premium and interest
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 aggregate amounts due and payable on such Securities and Coupons for principal and any premium and
interest, respectively; and 
 THIRD: The balance, if any, to the Person or Persons entitled thereto. 

Section 507. Limitations on Suits. 

No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
  

	 	(1)	 such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to
the Securities of such series; 


  

	 	(2)	 the Holders of not less than 25% in principal amount of the Outstanding Securities of such 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; 


  

	 	(3)	 such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs,
expenses and liabilities to be incurred in compliance with such request; 


  

	 	(4)	 the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and 


  

	 	(5)	 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 such series; 



it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture or any Security to 

  
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affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other 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. 

Section 508. Unconditional Right of Holders to Receive Principal and any Premium and Interest. 

Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject to Sections 305 and 307) interest on, such Security or payment of such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified in
such Security or Coupon (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. 
 Section 509. Restoration of Rights and
Remedies. 
 If the Trustee or any Holder of a Security or a Coupon 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 the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted.

 Section 510. Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy, to
the extent permitted by law, shall 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. 

Section 511. Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Security or Coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to any Holder of a Security or a Coupon may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. 

  
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 Section 512. Control by Holders of Securities. 

Subject to Section 601(5), 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 and any Coupons appertaining thereto,
provided that 
  

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


  

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


  

	 	(3)	 such direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not
joining in such action. 


 Section 513. Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any past or prospective default hereunder with respect to such series and its consequences, except a default 

 

	 	(1)	 in the payment of the principal of, or any premium or interest on, any Security of such series or any Coupons
appertaining thereto, or 


  

	 	(2)	 in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such series affected. 


 Upon any such waiver, 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. 

Section 514. Waiver of Stay or Extension Laws. 

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

  
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 Section 515. 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 or omitted by it as Trustee, the filing by any party litigant in such suit of any
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 515 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, or any premium or interest on, any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date, in the case of repayment, on or after the date for repayment and, in the case of Change of Control, on or after the date for payment of the Change of Control
Purchase Price). 
 ARTICLE SIX 

THE TRUSTEE 
 Section 601.
Certain Rights of Trustee. 
 Subject to Sections 315(a) through 315(d) of the Trust Indenture Act (which sections are incorporated
herein by reference as provided in the Trust Indenture Act): 
  

	 	(1)	 the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper
party or parties; 


  

	 	(2)	 any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request
or a Company Order (in each case, other than delivery of any Security, together with any Coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 


  

	 	(3)	 whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;



  

	 	(4)	 the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in 



  
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respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

  

	 	(5)	 the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to
this Indenture at the request or direction of any of the Holders of Securities of any series or any Coupons appertaining thereto pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 


  

	 	(6)	 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, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company,
personally or by agent or attorney; 


  

	 	(7)	 the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 



 

	 	(8)	 the Trustee shall not be charged with knowledge of any default (as defined in Section 602) or Event of
Default with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee assigned to the Corporate Trust Office of the Trustee (or any successor division or department of the
Trustee) shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on such Securities or by any holder of
such Securities at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; 


  

	 	(9)	 the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; and 


  

	 	(10)	 none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it. 



  
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 Section 602. Notice of Defaults. 

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall send to all
Holders of Securities of such series entitled to receive reports pursuant to Section 703(3), notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case
of a default in the payment of the principal of, or any premium or interest on, any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the Holders of Securities and Coupons of such series. For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 

Section 603. Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, and in any Coupons shall be taken
as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or
the Coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof. 
 Section 604. May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person. 
 Section 605. Money Held in Trust. 

Except as provided in Section 403 and Section 1003, money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 

Section 606. Compensation and Reimbursement. 

The Company agrees: 

  
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	 	(1)	 to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee
hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 


  

	 	(2)	 except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to the Trustee’s negligence or bad faith; and 


  

	 	(3)	 to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or expenses
and costs (including reasonable attorney’s fees and expenses and court costs) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder. 



As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of
any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, or premium or interest on, particular Securities or any Coupons appertaining thereto. 

Any compensation or expense incurred by the Trustee after a default specified by Section 501 is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any
other Trustee under this Section 606. 
 The Company’s obligations under this Section 606 and any lien hereunder shall
survive the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to Article Four of this Indenture and the termination of this Indenture. 

Section 607. Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder that is a Corporation, organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus
(computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by Federal or state authority. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

  
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 Section 608. Resignation and Removal; Appointment of Successor. 

 

	 	(1)	 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 609. 


  

	 	(2)	 The Trustee may resign at any time with respect to the Securities of one or more series by giving written
notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 


  

	 	(3)	 The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company. 


  

	 	(4)	 If at any time: 



(a) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to
Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or 

(b) the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or any
such Holder, or 
 (c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company, by or
pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the
appointment of a successor Trustee or Trustees. 
  

	 	(5)	 If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series
(it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the




  
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Securities of any particular series) and shall comply with the applicable requirements of Section 609. If, within one year after such resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 609, become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the
manner required by Section 609, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

  

	 	(6)	 The Company shall give notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such
series as their names and addresses appear in the Security Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the
United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 



Section 609. Acceptance of Appointment by Successor. 
  

	 	(1)	 Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring Trustee, upon payment of
its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606. 


  

	 	(2)	 Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto 



  
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wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall
be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on
the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have
no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that
or those series to which the appointment of such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 606. 


 

	 	(3)	 Upon request of any Person appointed hereunder as a successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be. 



 

	 	(4)	 No Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance
such successor Person shall be qualified and eligible under this Article. 



  
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 Section 610. Merger, Conversion, Consolidation or Succession to Business. 

Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

Section 611. Appointment of Authenticating Agent. 

The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption or partial repayment or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. 
 Each Authenticating Agent shall be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by
its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. 

Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating
Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, 

  
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the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid,
to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this Section. 
 The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. 

The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. 

If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such
series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: 

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

 

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	
	As Trustee
	  

	By	 	 As Authenticating Agent

	
	  

	By	 	 Authorized Officer



 If all of the Securities of any series may not be originally issued at one time, and if the Trustee does
not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not be accompanied by or contained in an Officers’ Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with
respect to such series of Securities. 

  
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 ARTICLE SEVEN 

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY 

Section 701. Company to Furnish Trustee Names and Addresses of Holders. 

In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee 

 

	 	(1)	 semi-annually with respect to Securities of each series not later than March 15 and September 15 of
the year or upon such other dates as are set forth in or pursuant to the Board Resolution, Officers’ Certificate or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require,
of the names and addresses of Holders as of the applicable date, and 


  

	 	(2)	 at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of
any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be
furnished. 


 Section 702. Preservation of Information; Communications to Holders. 

The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 

Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company,
the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust
Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing or sending pursuant to the terms hereof any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act. 
 Section 703. Reports by Trustee. 

 

	 	(1)	 Within 60 days after March 15 of each year commencing with the first March 15 following the first
issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such March 15
with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately preceding March 15 and the date of this Indenture. 



 

	 	(2)	 The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times
specified therein. 



  
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	 	(3)	 Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections
313(c) and 313(d) of the Trust Indenture Act. 


 Section 704. Reports by Company. 

So long as any Securities are Outstanding, the Company, pursuant to Section 314(a) of the Trust Indenture Act, shall: 

 

	 	(1)	 file with the Trustee, within 15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; 


  

	 	(2)	 file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time
by the Commission, such additional information, documents and reports with respect to compliance by the Company, with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and



  

	 	(3)	 transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission; 


 provided that any such above reports, documents or other information filed with
the EDGAR system of the Commission (or any successor system) and available publicly on the Internet shall be deemed to be filed with the Trustee, it being understood that the Trustee shall have no obligation to determine if any such reports,
documents or other information have been so filed or are so available. 
 Delivery of the reports, documents or other information to the
Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

ARTICLE EIGHT 

CONSOLIDATION, MERGER AND SALES 

Section 801. Company May Consolidate, Etc., Only on Certain Terms. 

Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other
Person or Persons (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or


  
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lease of the property of the Company as an entirety or substantially as an entirety, to any other Person (whether or not affiliated with the Company); provided, however, that: 

 

	 	(1)	 in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company as an entirety or substantially as an entirety shall be a Corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an
indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the successor Person and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and
any premium and interest on, all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed; 



 

	 	(2)	 immediately after giving effect to such transaction, no Event of Default or event which, after notice or lapse
of time, or both, would become an Event of Default, shall have occurred and be continuing; and 


  

	 	(3)	 either the Company or the successor Person shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such transaction have been complied with. 


 Section 802. Successor
Person Substituted for Company. 
 Upon any consolidation by the Company with or merger of the Company into any other Person or any
conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture, the Securities and the Coupons. 

ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

Section 901. Supplemental Indentures without Consent of Holders. 

Without the consent of any Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution) and the
Trustee, at any time and from time to 

  
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time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

 

	 	(1)	 to evidence the succession of another Person to the Company, and the assumption by any such successor of the
covenants of the Company contained herein and in the Securities; or 


  

	 	(2)	 to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as
shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or 


  

	 	(3)	 to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be
registrable as to principal, to change or eliminate any restrictions on the payment of principal of, or any premium or interest on, Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer
Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of
Securities of any series or any Coupons appertaining thereto in any material respect; or 


  

	 	(4)	 to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by
Sections 201 and 301; or 


  

	 	(5)	 to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 609; or 


  

	 	(6)	 to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding or any
Coupons appertaining thereto in any material respect; or 


  

	 	(7)	 to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms
or purposes of issue, authentication and delivery of Securities, as herein set forth; or 


  

	 	(8)	 to add any additional Events of Default with respect to all or any series of Securities (as shall be specified
in such supplemental indenture); or 


  

	 	(9)	 to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to Article Four, provided that any such action shall not 



  
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adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material respect; or 


 

	 	(10)	 to secure the Securities pursuant to Section 1004 or otherwise; or 



 

	 	(11)	 to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or



  

	 	(12)	 to amend or supplement any provision contained herein or in any supplemental indenture, provided that no such
amendment or supplement shall materially adversely affect the interests of the Holders of any Securities then Outstanding. 



Section 902. Supplemental Indentures with Consent of Holders. 

With the consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Company’s Board Resolution), and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture or of the Securities of
such series; provided, however, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall 
  

	 	(1)	 change the Stated Maturity of the principal of, or any premium or installment of interest on, any Security, or
reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon, or any premium payable upon the redemption thereof or otherwise, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, change the redemption provisions or adversely
affect the right of repayment at the option of any Holder as contemplated by Article Twelve, or change the Place of Payment, Currency in which the principal of, or any premium or interest on, any Security is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for repayment), or



  

	 	(2)	 reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1404 for quorum or voting, or 



  
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	 	(3)	 modify any of the provisions of this Section, Section 513 or Section 1006, except to increase any
such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. 



A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included
expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders of Securities
under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

Section 903. Execution of Supplemental Indentures. 

As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive (in addition to those documents required by Section 102), and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 904. Effect of Supplemental
Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered hereunder and of any Coupon appertaining thereto shall be bound
thereby. 
 Section 905. Reference in Securities to Supplemental Indentures. 

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

Section 906. Conformity with Trust Indenture Act. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


  
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 ARTICLE TEN 

COVENANTS 
 Section 1001.
Payment of Principal, any Premium, and Interest. 
 The Company covenants and agrees for the benefit of the Holders of the Securities
of each series that it will duly and punctually pay the principal of, and any premium and interest on, the Securities of such series in accordance with the terms thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any
Bearer Security on or before the Maturity thereof shall be payable only upon presentation and surrender of the Coupons appertaining thereto for such interest as they severally mature. 

Section 1002. Maintenance of Office or Agency. 

The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not
Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where 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 relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain,
subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and
surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are
listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons
appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands. 
 Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium or interest with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, or any premium or interest on, any such Security may be made at the Corporate Trust Office of the
Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium or interest at all 


  
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offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions. 
 The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more
series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain
an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office
or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust
Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for
the Securities of any series. 
 Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to
each such series of Securities, or as so required, at least one exchange rate agent. 
 Section 1003. Money for Securities Payments to Be Held in
Trust. 
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it shall, on or before
each due date of the principal of, or any premium or interest on, any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency or Currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal, premium or interest so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have
one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of, or any premium or interest on, any Securities of such series, deposit with any Paying Agent a sum (in the Currency or Currencies
described in the preceding paragraph) sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act. 
 The Company shall cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 

  
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	 	(1)	 hold all sums held by it for the payment of the principal of, or any premium or interest on, Securities of such
series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture; 



 

	 	(2)	 give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series)
in the making of any payment of principal of, or premium or interest on, with respect to the Securities of such series; and 


  

	 	(3)	 at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay
to the Trustee all sums so held in trust by such Paying Agent. 


 The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such
sums. 
 Except as otherwise provided herein or pursuant hereto, and subject to applicable escheat laws, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or any premium or interest on, any Security of any series or any Coupon appertaining thereto and remaining unclaimed for two years after such
principal or any such premium or interest shall have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or any Coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, upon receipt of a Company Request and at the expense of the Company, cause to be published
once, in an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered Securities of such series, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication or mailing nor shall it be later than two years after such principal, premium or interest shall have become due and payable, any unclaimed balance of such money then remaining will be repaid to
the Company. 
 Section 1004. Limitation on Liens. 

Nothing in this Indenture or in the Securities shall in any way restrict or prevent the Company or any Subsidiary from issuing, assuming,
guaranteeing or otherwise incurring any Indebtedness; provided, however, that neither the Company nor any Subsidiary shall issue, assume or guaranty any notes, bonds, debentures or other similar evidences of Indebtedness for money borrowed secured
by any Lien on any Principal Property now owned or hereafter acquired by it without making effective provision whereby any and all Securities then or thereafter outstanding shall be secured by a Lien equally and ratably with any and all other
obligations thereby secured, 

  
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so long as any such obligations shall be so secured. Notwithstanding the foregoing, the Company or any Subsidiary, without so securing the Securities, may issue, assume or guaranty Indebtedness
secured by the following Liens: 
 (a) Liens existing on the date of this Indenture or provided for under the terms of agreements existing on
the date hereof; 
 (b) Liens on property to secure (i) all or any portion of the cost of exploration, production, gathering,
processing, marketing, drilling or development of such property, (ii) all or any portion of the cost of acquiring, constructing, altering, improving or repairing any property or assets, real or personal, or improvements used in connection with
such property, and (iii) Indebtedness incurred by the Company or any Subsidiary to provide funds for the activities set forth in clauses (i) and (ii) above; 

(c) Liens which secure Indebtedness owing by a Subsidiary to the Company, or to one or more other Subsidiaries, or to the Company and one or
more other Subsidiaries; 
 (d) Liens on the property of any person existing at the time such person becomes a Subsidiary; 

(e) Liens on any property securing (i) Indebtedness incurred in connection with the construction, installation or financing of pollution
control or abatement facilities or other forms of industrial revenue bond financing, (ii) Indebtedness issued or guaranteed by the United States, any state or any department, agency or instrumentality of either or (iii) Indebtedness issued
or guaranteed by (Y) a foreign government, any state or any department, agency or instrumentality of either or (Z) an international finance agency or any division or department thereof, including the World Bank, the International Finance
Corp. and the Multilateral Investment Guarantee Agency; 
 (f) any Lien extending, renewing or replacing (or successive extensions, renewals
or replacements of) any Lien of the type set forth in paragraph (a) through (e) above, which Lien exists on the date of this Indenture; 

(g) any Ordinary Course Lien (as defined below) arising, and only so long as continuing, in the ordinary course of the Company’s business;
or 
 (h) Liens which secure Limited Recourse Indebtedness. 

Notwithstanding the foregoing, the Company and any one or more Subsidiaries may issue, assume or guaranty the following Indebtedness secured
by Liens on assets without regard to Indebtedness in any aggregate principal amount which, together with the aggregate outstanding principal amount of all other Indebtedness of the Company and its Subsidiaries so secured (excluding Indebtedness
secured by the permitted Liens described above), does not at the time 

  
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such Indebtedness is incurred exceed 15% of the Company’s Consolidated Net Tangible Assets as shown on the most recent audited consolidated balance sheet of the Company and its Subsidiaries.

 Notwithstanding the foregoing, nothing in this Section 1004 shall be deemed to prohibit or otherwise limit the following types of
transactions: 
  

	 	(1)	 (i) the sale, granting of Liens with respect to or other transfer of crude oil, natural gas or other petroleum
hydrocarbons in place, for a period of time until, or in an amount such that, the transferee will realize therefrom a specified amount (however determined) of money or such crude oil, natural gas, or other petroleum hydrocarbons, or (ii) the
sale or other transfer of any other interest in property of the character commonly referred to as a production payment, overriding royalty, forward sale, or similar interest; and 



 

	 	(2)	 the granting of Liens required by any contract or statute in order to permit the Company or a Subsidiary to
perform any contract or subcontract made by it with or at the request of the United States government or any foreign government or international finance agency, any state or any department thereof, or any agency or instrumentality thereof, or to
secure partial, progress, advance, or other payments to the Company or any Subsidiary by any such entity pursuant to the provisions of any contract or statute. 



“Lien” shall mean, with respect to any asset, any mortgage, lien, pledge, security interest or encumbrances of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under applicable law. The Company or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. The right of set-off, whether by operation of law or by contract, does not constitute a Lien
unless there is a related obligation to maintain a deposit of cash or other assets in respect of which such right of set-off may be exercised. 

“Ordinary Course Lien” shall mean: 

(a) Liens for taxes, assessments or governmental changes or levies on the property of the Company or any Subsidiary if the same shall not at
the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the books of the Company; 

(b) Liens imposed by law, such as carriers’, warehousemen’s, landlords’ and mechanics’ liens and other similar liens
arising in the ordinary course of business which secure obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set
aside on the books of the Company; 

  
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 (c) Liens arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; 
 (d) Utility easements,
building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or
interfere with the use thereof in the business of the Company or its Subsidiaries, as the case may be; 
 (e) Liens arising under operating
agreements or similar agreements in respect of obligations which are not yet due or which are being contested in good faith by appropriate proceedings; 

(f) Liens reserved in oil, gas and/or mineral leases for bonus or rental payments and for compliance with the terms of such leases; 

(g) Liens pursuant to partnership agreements, oil, gas and/or mineral leases,
farm-out-agreements, division orders, contracts for the sale, purchase, exchange, or processing of oil, gas and/or other hydrocarbons, unitization and pooling
declarations and agreements, operating agreements, development agreements, area of mutual interest agreements, forward sale agreements, oil and gas delivery obligations, and other agreements which are customary in the oil, gas and other mineral
exploration, development and production business and in the business of processing of gas and gas condensate production of the extraction of products therefrom; 

(h) Liens on personal property (excluding the capital stock or indebtedness of any Subsidiary) securing Indebtedness maturing not more than one
year from the date of its creation; and 
 (i) Liens relating to a judgment or other court-ordered award or settlement as to which the
Company has not exhausted its appellate rights. 
 Section 1005. Corporate Existence. 

Subject to Article Eight, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence and its rights (charter and statutory) and franchises; provided, however, that the foregoing shall not obligate the Company to preserve any such right or franchise if the Company shall determine that the preservation thereof is
no longer desirable in the conduct of its business. 
 Section 1006. Waiver of Certain Covenants. 

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 or 1005 with
respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance


  
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in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

Section 1007. Company Statement as to Compliance; Notice of Certain Defaults. 

 

	 	(1)	 The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written
statement (which need not be contained in or accompanied by an Officers’ Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating that



 (a) a review of the activities of the Company during such year and of its performance under this Indenture has been made
under his or her supervision, and 
 (b) to the best of his or her knowledge, based on such review, (a) the Company has complied with
all the conditions and covenants imposed on it under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such condition or covenant, specifying each such default known to him or her and the nature and
status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him
and the nature and status thereof. 
  

	 	(2)	 The Company shall deliver to the Trustee, within five days after the occurrence thereof, written notice of any
Event of Default or any event which after notice or lapse of time or both would become an Event of Default. 


 ARTICLE
ELEVEN 
 REDEMPTION OF SECURITIES 

Section 1101. Applicability of Article. 

Redemption of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article. 
 Section 1102. Election to
Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board
Resolution or an Officers’ Certificate. In case of any redemption at the election of the Company of (a) less than all of the Securities of any series or (b) all of the Securities of any series, with the same issue date, interest rate
or formula, Stated Maturity and other terms, the Company shall, at least seven days before notice of redemption is required to be sent to the Holders of Securities to be redeemed pursuant to Section 1104 hereof (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. 

  
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 Section 1103. Selection by Trustee of Securities to be Redeemed. 

If less than all of the Securities of any series with the same issue date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not less than 10 nor more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series not previously called for redemption, on a pro
rata basis (or, in the case of Securities issued in global form, based on the method as the U.S. Depository or other Depository for such Securities may require), unless otherwise required by law or applicable stock exchange or depositary
requirements; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Registered Security of such series not redeemed to less than the minimum denomination for a Security of such series established
herein or pursuant hereto. 
 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of
the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed. 

Section 1104. Notice of Redemption. 

Notice of redemption shall be given in the manner provided in Section 106, not less than 10 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice in the manner herein provided to the Holder of any Registered Securities designated for redemption as a
whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof. 

Any notice that is sent to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not such Holder receives the notice. 
 All notices of redemption shall state: 

 

	 	(1)	 the Redemption Date, 



 

	 	(2)	 the Redemption Price, 



 

	 	(3)	 if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case
of partial redemption, the principal amount) of the particular Security or Securities to be redeemed, 


  

	 	(4)	 in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that
on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security 



  
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or Securities of authorized denominations for the principal amount thereof remaining unredeemed, 

  

	 	(5)	 that, on the Redemption Date, unless a condition to the redemption of the Security described in the notice of
redemption is not satisfied, the Redemption Price shall become due and payable upon each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after said date, 



 

	 	(6)	 the place or places where such Securities, together (in the case of Bearer Securities) with all Coupons
appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest pertaining thereto, 



 

	 	(7)	 that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for
redemption must be accompanied by all Coupons maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the
Company, the Trustee and any Paying Agent is furnished, 


  

	 	(8)	 if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to
be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges
may be made, 


  

	 	(9)	 the conditions, if any, for the redemption of Securities, and 



 

	 	(10)	 the CUSIP, Common Code and ISIN numbers, if applicable, of such Securities and may state that no representation
is made as to the accuracy or correctness of the CUSIP, Common Code and ISIN numbers, if applicable, if any, listed in such notice or printed on the Securities. 



A notice of redemption sent as contemplated by Section 106 need not identify particular Registered Securities to be redeemed. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company. 
 Section 1105. Deposit of Redemption Price. 

On or prior to any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the applicable Currency sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless 

  
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otherwise specified pursuant to Section 301 or in the Securities of such series) any accrued interest on, all such Securities or portions thereof which are to be redeemed on that date. 

Section 1106. Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest or the condition or conditions precedent, if any with respect to the redemption
described in the notice of redemption have not been satisfied) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price,
together with any accrued interest to the Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the United States except as otherwise provided in Section 1002), and
provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307. 

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that any interest represented by Coupons shall be payable only upon presentation and surrender of those
Coupons at an Office or Agency for such Security located outside of the United States except as otherwise provided in Section 1002. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid,
shall bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 1107. Securities Redeemed in Part. 

Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the 

  
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Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the U.S. Depository or other Depository for such
Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of
the Security in global form so surrendered. 
 ARTICLE TWELVE 

REPAYMENT AT THE OPTION OF HOLDERS 

Section 1201. Applicability of Article. 

Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the Indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled.
Notwithstanding anything to the contrary contained in this Section 1201, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other
purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the
obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. 

ARTICLE THIRTEEN 

SECURITIES IN FOREIGN CURRENCIES 

Section 1301. Applicability of Article. 

Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series
in which not all of such Securities are denominated in the same Currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of Security of any particular series or pursuant to this
Indenture or the Securities, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such action or distribution as that amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate
to the date of such action, determination of rights or distribution) as the Company may specify in 

  
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a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine. 

ARTICLE FOURTEEN 

MEETINGS OF HOLDERS OF SECURITIES 

Section 1401. Purposes for Which Meetings May Be Called. 

A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities of such series. 

Section 1402. Call, Notice and Place of Meetings. 
  

	 	(1)	 The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in
Section 1401, to be held at such time and at such place in the Borough of Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in part as Bearer Securities, in London or in such place outside the United
States as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 


  

	 	(2)	 In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in
principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1401, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever shall be required
pursuant to Section 106) or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time
and the place in the Borough of Manhattan, The City of New York, or, if Securities of such series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in
clause (1) of this Section. 


 Section 1403. Persons Entitled to Vote at Meetings. 

To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote 

  
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at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 

Section 1404. Quorum; Action. 

At any meeting of the Holders of Securities of any series duly called pursuant to Section 1402, the presence of Persons holding or
representing Outstanding Securities of such series in an aggregate principal amount sufficient to take action upon the business for the transaction of which such meeting was called shall be necessary to constitute a quorum. In the absence of a
quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1402(1), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum. 
 Except as limited by the proviso to Section 902, any resolution presented
to a meeting of the Holders of Securities of any series or adjourned meeting thereof duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of the principal amount of Outstanding
Securities of such series required to take action upon the business for the transaction of which such meeting was called. 
 Any resolution
passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the Coupons appertaining thereto, whether or not such
Holders were present or represented at the meeting. 
 Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings. 

 

	 	(1)	 Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it
may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on




  
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their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 


 

	 	(2)	 The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting
shall have been called by the Company or by Holders of Securities as provided in Section 1402(2), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.



  

	 	(3)	 At any meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000
principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 


  

	 	(4)	 Any meeting of Holders of Securities of any series duly called pursuant to Section 1402 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.



 Section 1406. Counting Votes and Recording Action of Meetings. 

The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes
cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1402
and, if applicable, Section 1404. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by
the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

* * * * 

  
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 This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes. 
 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed all as of the day and year first
above written. 
  

			
	APA CORPORATION
		
	By	 	 /s/ Ben C. Rodgers

	Name:	 	Ben C. Rodgers
	Title:	 	Senior Vice President, Treasurer and
		 	Midstream and Marketing
	
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, as Trustee
		
	By	 	 /s/ Patrick Giordano

	Name:	 	Patrick Giordano
	Title:	 	Vice President



  
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