SENIOR DEBT INDENTURE BETWEEN REGISTRANT AND UNION BANK, N.A.



 Exhibit 4.1 

 
  

 
 MATTEL, INC. 

INDENTURE 
 Dated
as of September 23, 2010 
 UNION BANK, N.A. 

Trustee 
  

 
  







 TABLE OF CONTENTS 

 

					
		 	ARTICLE I	  	
			
		 	DEFINITIONS AND INCORPORATION BY REFERENCE	  	
			
	 SECTION 1.1
	 	Definitions	  	1
	 SECTION 1.2
	 	Other Definitions	  	6
	 SECTION 1.3
	 	Incorporation by Reference of Trust Indenture Act	  	7
	 SECTION 1.4
	 	Rules of Construction	  	7
			
		 	ARTICLE II	  	
			
		 	THE SECURITIES	  	
			
	 SECTION 2.1
	 	Issuable in Series	  	8
	 SECTION 2.2
	 	Establishment of Terms of Series of Securities	  	8
	 SECTION 2.3
	 	Execution and Authentication	  	10
	 SECTION 2.4
	 	Registrar and Paying Agent	  	11
	 SECTION 2.5
	 	Paying Agent to Hold Money in Trust	  	12
	 SECTION 2.6
	 	Securityholder Lists	  	12
	 SECTION 2.7
	 	Transfer and Exchange	  	12
	 SECTION 2.8
	 	Mutilated, Destroyed, Lost and Stolen Securities	  	13
	 SECTION 2.9
	 	Outstanding Securities	  	13
	 SECTION 2.10
	 	Treasury Securities	  	14
	 SECTION 2.11
	 	Temporary Securities	  	14
	 SECTION 2.12
	 	Cancellation	  	14
	 SECTION 2.13
	 	Defaulted Interest	  	15
	 SECTION 2.14
	 	Global Securities	  	15
	 SECTION 2.15
	 	CUSIP and ISIN Numbers	  	16
			
		 	ARTICLE III	  	
			
		 	REDEMPTION	  	
			
	 SECTION 3.1
	 	Notice to Trustees	  	16
	 SECTION 3.2
	 	Selection of Securities to be Redeemed	  	17
	 SECTION 3.3
	 	Notice of Redemption	  	17
	 SECTION 3.4
	 	Effect of Notice of Redemption	  	18
	 SECTION 3.5
	 	Deposit of Redemption Price	  	18
	 SECTION 3.6
	 	Securities Redeemed in Part	  	18
			
		 	ARTICLE IV	  	
			
		 	COVENANTS	  	
			
	 SECTION 4.1
	 	Payment of Principal and Interest	  	18
	 SECTION 4.2
	 	SEC Reports	  	18

  

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	 SECTION 4.3
	 	Compliance Certificate	  	18
	 SECTION 4.4
	 	Stay, Extension and Usury Laws	  	19
	 SECTION 4.5
	 	Corporate Existence	  	19
	 SECTION 4.6
	 	Taxes	  	19
	 SECTION 4.7
	 	Limitation on Liens	  	20
	 SECTION 4.8
	 	Limitation on Sale/Leaseback Transactions	  	21
			
		 	ARTICLE V	  	
			
		 	SUCCESSORS	  	
			
	 SECTION 5.1
	 	When Company May Merge, Etc.	  	21
	 SECTION 5.2
	 	Successor Corporation Substituted	  	22
			
		 	ARTICLE VI	  	
			
		 	DEFAULTS AND REMEDIES	  	
			
	 SECTION 6.1
	 	Events of Default	  	22
	 SECTION 6.2
	 	Acceleration of Maturity; Rescission and Annulment	  	24
	 SECTION 6.3
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	  	25
	 SECTION 6.4
	 	Trustee May File Proofs of Claim	  	25
	 SECTION 6.5
	 	Trustee May Enforce Claims Without Possession of Securities	  	26
	 SECTION 6.6
	 	Application of Money Collected	  	26
	 SECTION 6.7
	 	Limitation on Suits	  	27
	 SECTION 6.8
	 	Unconditional Right of Holders to Receive Principal and Interest	  	27
	 SECTION 6.9
	 	Restoration of Rights and Remedies	  	27
	 SECTION 6.10
	 	Rights and Remedies Cumulative	  	28
	 SECTION 6.11
	 	Delay or Omission Not Waiver	  	28
	 SECTION 6.12
	 	Control by Holders	  	28
	 SECTION 6.13
	 	Waiver of Past Defaults	  	28
	 SECTION 6.14
	 	Undertaking for Costs	  	29
			
		 	ARTICLE VII	  	
			
		 	TRUSTEE	  	
			
	 SECTION 7.1
	 	Duties of Trustee	  	29
	 SECTION 7.2
	 	Rights of Trustee	  	30
	 SECTION 7.3
	 	Individual Rights of Trustee	  	31
	 SECTION 7.4
	 	Trustee’s Disclaimer	  	31
	 SECTION 7.5
	 	Notice of Defaults	  	31
	 SECTION 7.6
	 	Reports by Trustee to Holders	  	31
	 SECTION 7.7
	 	Compensation and Indemnity	  	32
	 SECTION 7.8
	 	Replacement of Trustee	  	32
	 SECTION 7.9
	 	Successor Trustee by Merger, etc.	  	33
	 SECTION 7.10
	 	Eligibility; Disqualification	  	34

  

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	 SECTION 7.11
	 	Preferential Collection of Claims Against Company	  	34
			
		 	ARTICLE VIII	  	
			
		 	SATISFACTION AND DISCHARGE	  	
			
	 SECTION 8.1
	 	Satisfaction and Discharge of Indenture	  	34
	 SECTION 8.2
	 	Application of Trust Funds; Indemnification	  	35
	 SECTION 8.3
	 	Satisfaction, Discharge and Defeasance of Securities of any Series	  	36
	 SECTION 8.4
	 	Defeasance of Certain Obligations	  	37
	 SECTION 8.5
	 	Repayment to Company	  	38
			
		 	ARTICLE IX	  	
			
		 	AMENDMENTS AND WAIVERS	  	
			
	 SECTION 9.1
	 	Without Consent of Holders	  	39
	 SECTION 9.2
	 	With Consent of Holders	  	39
	 SECTION 9.3
	 	Limitations	  	40
	 SECTION 9.4
	 	Compliance with Trust Indenture Act	  	40
	 SECTION 9.5
	 	Revocation and Effect of Consents	  	40
	 SECTION 9.6
	 	Notation on or Exchange of Securities	  	41
	 SECTION 9.7
	 	Trustee Protected	  	41
			
		 	ARTICLE X	  	
			
		 	MISCELLANEOUS	  	
			
	 SECTION 10.1
	 	Trust Indenture Act Controls	  	41
	 SECTION 10.2
	 	Notices	  	41
	 SECTION 10.3
	 	Communication by Holders with Other Holders	  	42
	 SECTION 10.4
	 	Certificate and Opinion as to Conditions Precedent	  	42
	 SECTION 10.5
	 	Statements Required in Certificate or Opinion	  	42
	 SECTION 10.6
	 	Rules by Trustee and Agents	  	43
	 SECTION 10.7
	 	Legal Holidays	  	43
	 SECTION 10.8
	 	No Recourse Against Others	  	43
	 SECTION 10.9
	 	Counterparts	  	43
	 SECTION 10.10
	 	Governing Laws	  	43
	 SECTION 10.11
	 	No Adverse Interpretation of Other Agreements	  	44
	 SECTION 10.12
	 	Successors	  	44
	 SECTION 10.13
	 	Severability	  	44
	 SECTION 10.14
	 	Table of Contents, Headings, Etc.	  	44
	 SECTION 10.15
	 	Judgment Currency	  	44
			
		 	ARTICLE XI	  	
			
		 	SINKING FUNDS	  	

  

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	 SECTION 11.1
	 	Applicability of Article	  	45
	 SECTION 11.2
	 	Satisfaction of Sinking Fund Payments with Securities	  	45
	 SECTION 11.3
	 	Redemption of Securities for Sinking Fund	  	46

  

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 MATTEL, INC. 

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

dated as of September 23, 2010 
  

					
	 § 310
	 	 (a)(1)
	  	7.10
		 	(a)(2)	  	7.10
		 	(a)(3)	  	Not Applicable
		 	(a)(4)	  	Not Applicable
		 	(a)(5)	  	7.10
		 	(b)	  	7.10
	 §311
	 	(a)	  	7.11
		 	(b)	  	7.11
		 	(c)	  	Not Applicable
	 §312
	 	(a)	  	2.6
		 	(b)	  	10.3
		 	(c)	  	10.3
	 §313
	 	(a)	  	7.6
		 	(b)(1)	  	7.6
		 	(b)(2)	  	7.6
		 	(c)(1)	  	7.6
		 	(d)	  	7.6
	 §314
	 	(a)	  	4.2, 10.5
		 	(b)	  	Not Applicable
		 	(c)(1)	  	10.4
		 	(c)(2)	  	10.4
		 	(c)(3)	  	Not Applicable
		 	(d)	  	Not Applicable
		 	(e)	  	10.5
		 	(f)	  	Not Applicable
	 §315
	 	(a)	  	7.1
		 	(b)	  	7.5
		 	(c)	  	7.1
		 	(d)	  	7.1
		 	(e)	  	6.14
	 §316
	 	(a)	  	2.10
		 	(a)(1)(A)	  	6.2
		 		  	6.12
		 	(a)(1)(B)	  	13
		 	(b)	  	8
	 §317
	 	(a)(1)	  	6.3
		 	(a)(2)	  	6.4
		 	(b)	  	2.5
	 §318
	 	(a)	  	10.1

  

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 Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the
Indenture. 
 Indenture dated as of September 23, 2010 between Mattel, Inc., a Delaware corporation (“Company”),
and Union Bank, N.A., a national banking association (“Trustee”). 
 Each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture. 
 ARTICLE
I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.1 Definitions. 

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

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

“Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least
once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. 

“Bearer” means anyone in possession from time to time of a Bearer Security. 

“Bearer Security” means any Security that does not provide for the identification of the Holder thereof. 

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

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







 “Capitalized Lease” means any lease of property where the obligations of the
lessee thereunder are required to be classified and accounted for as a capitalized lease on a balance sheet of such lessee under generally accepted accounting principles. 

“Company” means the party named as such above until a successor replaces it and thereafter means the successor. 

“Company Order” means a written order signed in the name of the Company by two Officers, one of whom must be the Company’s
principal executive officer, principal financial officer or principal accounting officer. 
 “Company Request” means a
written request signed in the name of the Company by its Chairman of the Board, a President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

“Consolidated Net Tangible Assets” means the total amount of assets of the Company and its Subsidiaries on a consolidated basis
(less applicable depreciation, amortization and other valuation reserves), except to the extent resulting from write-ups occurring after January 1, 1988 of capital assets (excluding in any case write-ups in connection with accounting for
acquisitions in conformity with generally accepted accounting principles), after deducting therefrom (i) all current liabilities of the Company and its Subsidiaries, (ii) all investments in unconsolidated Subsidiaries of the Company and in
persons which are not Subsidiaries of the Company (except, in each case, investments in marketable securities) and (iii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangible items, all as
set forth on the most recently available consolidated balance sheet of the Company and its Subsidiaries, prepared in conformity with generally accepted accounting principles. “Corporate Trust Office” means the office of the Trustee at
which at any particular time its corporate trust business shall be principally administered. 
 “Current Assets” means
any asset of the Company or any of its Subsidiaries that would be classified as a current asset on an audited consolidated balance sheet of the Company prepared, in accordance with generally accepted accounting principles, on the date any Lien (as
hereinafter defined) on such asset is incurred. 
 “Default” means any event which is, or after notice or passage of
time would be, an Event of Default. 
 “Depository” means, with respect to the Securities of any Series issuable or
issued in whole or in part in the form of one or more Global Securities, the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is
more than one such person, “Depository” as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. 
  

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 “Dollars” means the currency of the United States of America. 

“euro” means the single currency of participating members of the economic and monetary union as contemplated in the Treaty on
the European Union. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Foreign Currency” means any currency issued by a government other than the government of the United States of America.

 “Foreign Government Securities” means with respect to Securities of any Series that are denominated in a Foreign
Currency, noncallable (i) direct obligations of the government that issued such Foreign Currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and
acting as an agency or instrumentality of such government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government. 

“Global Security” or “Global Securities” means a Security or Securities, as the case may be, in the form established
pursuant to Section 2.1 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or nominee. 

“Holder” or “Securityholder” means a person in whose name a Security is registered or the holder of a Bearer
Security. 
 “Indebtedness” means, with respect to any person, and without duplication: 

(a) any liability of such person (A) for borrowed money, or (B) for any letter of credit for the account of such
person supporting obligations of such person or other persons, or (C) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or
assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (D) for the payment of money relating to a Capitalized Lease; 

(b) any liability of others described in the preceding clause (a) that the person has guaranteed or that is otherwise
its legal liability; and 
 (c) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (a) and (b) above. 
 “Indenture” means this
Indenture as amended from time to time and shall include the form and terms of particular Series of Securities established or contemplated hereunder. 

“Lien” means any lien, security interest, charge, mortgage, pledge or other encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest). 
  

 3 








 “Maturity” when used with respect to any Security or installment of principal
thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise. 
 “Officer” means the Chairman of the Board, any President, any Vice- President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company. 
 “Officers’ Certificate” means a
certificate signed by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 

“Opinion of Counsel” means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company. 
 “Ordinary Course Lien” means 

(a) Liens of taxes, assessments or governmental charges or levies on the property of the Company or any of its
Subsidiaries 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 generally accepted
accounting principles shall have been set aside on the books of the Company; 
 (b) Liens imposed by law, such as
carriers’, warehousemen’s, landlords’, materialmen’s 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 generally accepted accounting principles shall have been set aside on the books of the Company; 

(c) Liens (other than any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended) 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) Liens incurred or deposits made to secure the performance of tenders, bids, surety bonds or performance and
return-of-money bonds incurred in the ordinary course of business; 
 (e) 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 any of its Subsidiaries, as the case may be; 
 (f) Liens
relating to a judgment or other court-ordered award or settlement as to which the Company has not exhausted its appellate rights. 
  

 4 








 (g) Leases or subleases granted to or by the Company or any Subsidiary not
pursuant to a Sale/Leaseback Transaction undertaken in the ordinary course of the business of the Company or any such Subsidiary and not for the purpose of providing a lien, security interest, charge, mortgage, pledge or other such encumbrance to
secure another obligation. 
 “person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on the Security.

 “Responsible Officer” when used with respect to the Trustee, means the chairman or the vice-chairman of the board
of directors or trustees, the chairman or vice-chairman of the executive committee of the board of directors or trustees, the president, any vice-president, the treasurer, the secretary, any trust officer, any second or assistant vice-president or
any officer or assistant officer of the Trustee other than those specifically above mentioned customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of his knowledge of and familiarity with a particular subject. 
 “Sale/Leaseback
Transaction” means any arrangement with any person (other than the Company or any of its Subsidiaries) providing for the leasing by the Company or any of its Subsidiaries of any property which has been or is to be sold or transferred by the
Company or such Subsidiary to such person or to any person (other than the Company or any of its Subsidiaries) to which funds have been or are to be advanced by such person on the security of the leased property. 

“SEC” means the Securities and Exchange Commission. 

“Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered
under this Indenture. 
 “Series” or “Series of Securities” means each series of debentures, notes or other
debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof. 
 “Significant Subsidiary” means
(i) any direct or indirect Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is
in effect on the date hereof, or (ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof, 
  

 5 








 “Stated Maturity” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” of any specified person means (i) a corporation a majority of whose capital stock with voting power, under
ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such person or by such person and a subsidiary or subsidiaries of such person or by a subsidiary or subsidiaries of such person or (ii) any other person
(other than a corporation) in which such person or such person and a subsidiary or subsidiaries of such person or a subsidiary or subsidiaries of such person directly or indirectly, at the date of determination thereof has at least majority
ownership interest. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in
effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so
amended. 
 “Trustee” means the person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then a Trustee hereunder, and if at any time there is more than one
such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series. 

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

 SECTION 1.2 Other Definitions. 
  

			
	 Term
	  	Defined in Section
	 “Bankruptcy Law”
	  	6.1
	 “Custodian”
	  	6.1
	 “Event of Default”
	  	6.1
	 “Judgment Currency”
	  	10.15
	 “Legal Holiday”
	  	10.7
	 “mandatory sinking fund payment”
	  	11.1
	 “New York Banking Day”
	  	10.15

  

 6 









			
	 “optional sinking fund payment”
	  	11.1
	 “Paying Agent”
	  	2.4
	 “Registrar”
	  	2.4
	 “Required Currency”
	  	10.15
	 “Service Agent”
	  	2.4

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

“Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Securityholder. 

“indenture to be qualified” means this Indenture. 

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

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

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule
under the TIA and not otherwise defined herein are used herein as so defined. 
 SECTION 1.4 Rules of Construction. 

Unless the context otherwise requires: 

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

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted
accounting principles; 
 (c) references to “generally accepted accounting principles” shall mean
generally accepted accounting principles in effect as of the time when and for the period as to which such accounting principles are to be applied; 

(d) “or” is not exclusive; 

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

(f) provisions apply to successive events and transactions. 

 

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 ARTICLE II 

THE SECURITIES 
 SECTION
2.1 Issuable in Series. 
 The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be provided in a Board Resolution and/or an Officers’ Certificate detailing the adoption of the terms
thereof pursuant to the Board Resolution or a supplemental indenture hereto. In the case of Securities of a Series to be issued from time to time, the Officers’ Certificate may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest should accrue) are to be determined. Securities may differ between Series, in respect of any matters; provided that all Series of Securities shall be equally and ratably entitled to the
benefits of the Indenture. 
 SECTION 2.2 Establishment of Terms of Series of Securities. 

At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the
case of Subsections 2.2.1 and 2.2.2 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.3 through 2.2.22) by either a Board Resolution, a supplemental indenture hereto or an Officers’
Certificate pursuant to authority granted under a Board Resolution: 
 2.2.1 the title of the Series (which shall
distinguish the Securities of that particular Series from the Securities of any other Series); 
 2.2.2 any limit
upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the Series pursuant to Section 2.7, 2.8 or 2.11); 
 2.2.3 the date or dates on which
the principal of the Securities of the Series is payable; 
 2.2.4 the rate or rates and, if applicable, the
method used to determine the rate including, but not limited to, any commodity, commodity index, stock exchange index or financial index, at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest
shall accrue, the dates on which such interest shall be payable and the record date for the interest payable on any interest payment date; 

2.2.5 the place or places where the principal of and interest on the Securities of the Series shall be payable, or the
method of such payment, if by wire transfer, mail or other means; 
 2.2.6 the period or periods within which,
the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 

 

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 2.2.7 the obligation, if any, of the Company to redeem or purchase the
Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 2.2.8 if other than
denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 

2.2.9 if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that
shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 
 2.2.10
the currency of denomination of the Securities of the Series, which may be Dollars, any Foreign Currency or composite currency, including, but not limited to, the euro, and if such currency of denomination is a composite currency other than the
euro, the agency or organization, if any, responsible for overseeing such composite currency; 
 2.2.11 the
designation of the currency or currencies in which payment of the principal of and interest on the Securities of the Series will be made, and the designation, if any, of the currency or currencies in which payment of the principal of or interest on
the Securities of the Series, at the election of a Holder thereof, may also be payable; 
 2.2.12 if the payments
of principal of or interest on the Securities of the Series are to be made in a Foreign Currency other than the currency in which such Securities are denominated, the manner in which the exchange rate with respect to such payments shall be
determined; 
 2.2.13 if the amount of payments of principal of or interest on the Securities of the Series may
be determined with reference to an index based on a currency or currencies other than that in which the Securities are denominated or designated to be payable or determined by reference to a commodity, commodity index, stock exchange index or
financial index, the manner in which such amounts shall be determined; 
 2.2.14 provisions, if any, granting
special rights to the Holders of Securities of the Series upon the occurrence of such events as may be specified and the provisions, if any, relating to the subordination of the Securities of the Series to other obligations of the Company;

 2.2.15 any provision for the conversion or exchange of Securities of the Series, either at the option of the
Holder thereof or the Company, into or for another security or securities of the Company, the security or securities into or for which, the period or periods within which, the price or prices, including any adjustments thereto, at which and the
other terms and conditions upon which any Securities of the Series shall be converted or exchanged, in whole or in part, pursuant to such obligation; 

2.2.16 if the Securities of such Series are to be issued upon the exercise of warrants, the time, manner and place for
such Securities to be authenticated and delivered; 
  

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

2.2.19 any addition to or change in the covenants set forth in Article IV which applies to Securities of the Series;

 2.2.20 any other terms of the Securities of the Series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1); 
 2.2.21 the forms of the Securities of
the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); and 

2.2.22 any depositories, interest rate calculation agents, exchange rate agents or other agents with respect to Securities
of such Series if other than those appointed herein. 
 All Securities of any one Series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution or Officers’ Certificate referred to above or as set forth in a supplemental indenture hereto, and, unless
otherwise provided, the authorized principal amount of any Series may be increased to provide for issuances of additional Securities of such Series. 

SECTION 2.3 Execution and Authentication. 

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

The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the
Board Resolution or Officers’ Certificate detailing the adoption of terms pursuant to the Board Resolution, upon receipt by the Trustee of a Company Order. If provided for in such procedures, such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless
otherwise provided by Board Resolution or supplemental indenture hereto. 
 The aggregate principal amount of Securities of any
Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution or Officers’ Certificate or supplemental indenture hereto delivered pursuant to Section 2.2, except
as provided in Section 2.8. 
  

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 Prior to the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution or Officers’ Certificate detailing the adoption of terms pursuant to the Board Resolution or a supplemental indenture hereto establishing the
form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an
Opinion of Counsel complying with Section 10.4. 
 The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate. 
 SECTION 2.4 Registrar and Paying Agent. 

The Company shall maintain, with respect to each Series of Notes, at the place or places specified with respect to such Series pursuant
to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company
shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so
specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying 

 

 11 








 
Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. 

The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar,
Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 
 SECTION 2.5
Paying Agent to Hold Money in Trust. 
 The Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust, for the benefit of Security holders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal or interest on the Series of Securities, and will
notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. 

SECTION 2.6 Securityholder Lists. 

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

SECTION 2.7 Transfer and Exchange. 

Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them
for an equal principal amount of Securities of the same Series and date of maturity of other denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11 or
9.6). 
 Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange
Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that 

 

 12 








 
Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or
being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 

SECTION 2.8 Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefore a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

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

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

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

SECTION 2.9 Outstanding Securities. 

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

 

 13 








 If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until
the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 
 If the Paying
Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity date of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series
cease to be outstanding and interest on them ceases to accrue. 
 A Security does not cease to be outstanding because the
Company or an Affiliate holds the Security. 
 In determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (a) the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount
of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2, and (b) the principal amount of a Security denominated in any
Foreign Currency or composite currency which shall be deemed to be outstanding for such purposes shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 2.2, of the principal amount of
such Security (or, in the case of a Security described in clause (a) above, of the amount determined as provided in such clause). 

SECTION 2.10 Treasury Securities. 

In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver or
consent, Securities of a Series owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of a
Series that the Trustee knows are so owned shall be so disregarded. 
 SECTION 2.11 Temporary Securities. 

Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the
Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive
Securities. 
 SECTION 2.12 Cancellation. 

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such

  

 14 








 
cancelled Securities (subject to the record retention requirement of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs. The
Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 
 SECTION 2.13
Defaulted Interest. 
 If the Company defaults in a payment of interest on a Series of Securities, it shall pay the
defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment
date. At least 30 days before the record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted
interest in any other lawful manner. 
 SECTION 2.14 Global Securities. 

2.14.1 Terms of Securities. A supplemental indenture to the Indenture or a Board Resolution (and, to the extent not
set forth in the Board Resolution, an Officers’ Certificate detailing the adoption of terms pursuant to the Board Resolution) shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more
Global Securities and the Depository for such Global Security or Securities. 
 2.14.2 Transfer and
Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for securities registered in
the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository
ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depository within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’
Certificate to the effect that such Global Security shall be so exchangeable or (iii) an event shall have happened and be continuing which is or after notice or lapse of time or both, would be, an Event of Default with respect to the Securities
represented by such Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms. 
 Except as provided in this
Section 2.14.2, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository. 

2.14.3 Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:

  

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 “This Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances
described in the Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such a successor Depository.” 
 2.14.4 Acts of Holders.
The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the
Indenture. 
 2.14.5 Payments. Notwithstanding the other provisions of this Indenture, unless otherwise
specified as contemplated by Section 2.2, payment of the principal of and interest on any Global Security shall be made to the person specified therein. 

2.14.6 Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee
and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security,
for purposes of obtaining any consents, declarations or directions required to be given by the Holders pursuant to this Indenture. 
 SECTION
2.15 CUSIP and ISIN Numbers. 
 The Company in issuing the Securities may use CUSIP, ISIN and or/similar numbers (if then
generally in use), and, if so, the Trustee shall use such numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. 
 ARTICLE III 

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

  

 16 








 
amount of Series of Securities to be redeemed. The Company shall give the notice at least 60 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).

 SECTION 3.2 Selection of Securities to be Redeemed. 

Unless otherwise indicated for a particular Series by Board Resolution or by a supplemental indenture hereto (or to the extent not set
forth in such Board Resolution or supplemental indenture, in an Officers’ Certificate so indicating pursuant to the Board Resolution), if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of
the Series to be redeemed in any manner that the Trustee deems fair and appropriate. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. The Trustee may select for redemption portions
of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series
issuable in other denominations pursuant to Section 2.2.8, the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to
portions of Securities of that Series called for redemption. 
 SECTION 3.3 Notice of Redemption. 

Unless otherwise indicated for a particular Series by Board Resolution or by a supplemental indenture hereto (or to the extent not set
forth in such Board Resolution or supplemental indenture, in an Officers’ Certificate so indicating pursuant to the Board Resolution), at least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Securities are to be redeemed and if any Bearer Securities are outstanding, publish on one occasion a notice in an Authorized Newspaper. 

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

(a) the redemption date; 

(b) the redemption price; 

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

(d) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption
price; 
 (e) that interest on Securities of the Series called for redemption ceases to accrue on and after the
redemption date; and 
 (f) any other information as may be required by the terms of the particular Series or the
Securities of a Series being redeemed. 
 At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense. 
  

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 SECTION 3.4 Effect of Notice of Redemption. 

Once notice of redemption is mailed or published as provided in Section 3.3, Securities of a Series called for redemption become due
and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date.

 SECTION 3.5 Deposit of Redemption Price. 

On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date. 
 SECTION 3.6 Securities Redeemed in Part. 

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

 COVENANTS 

SECTION 4.1 Payment of Principal and Interest. 

The Company covenants and agrees for the benefit of each Series of Securities that it will duly and punctually pay the principal of and
interest on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 
 SECTION 4.2 SEC Reports.

 The Company shall deliver to the Trustee within 15 days after it files them with the SEC copies of the annual reports and of
the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act; provided that any such annual reports, information, documents or other reports filed or furnished with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (or “EDGAR”) system or any successor
system shall be deemed to be delivered to the Trustee as of the time such annual reports, information, documents or other reports are filed or furnished via EDGAR; provided, further, the Company shall not be required to deliver to the
Trustee any materials for which the Company has sought and received confidential treatment by the SEC. The Company also shall comply with the other provisions of TIA § 314(a). 

SECTION 4.3 Compliance Certificate. 

The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officers’ Certificate
stating that a review of the activities of the Company 
  

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and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he may
have knowledge). 
 The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon
becoming aware of (i) any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture or (ii) any event of default referred to in Section 6.1(e), an Officers’
Certificate specifying such Default, Event of Default or default. 
 SECTION 4.4 Stay, Extension and Usury Laws. 

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been enacted. 
 SECTION 4.5 Corporate Existence. 

Subject to Article V, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each Significant Subsidiary in accordance with the respective organizational documents of each Significant Subsidiary and the rights (charter and statutory), licenses and
franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Significant
Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material
respect to the Holders. 
 SECTION 4.6 Taxes. 

The Company shall, and shall cause each of its Significant Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate proceedings. 
  

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 SECTION 4.7 Limitation on Liens. 

The Company shall not and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume or otherwise cause or
suffer to exist, except in favor of the Company, any Lien of or upon any of the properties or assets, real, personal or mixed (including stock and other securities of its Subsidiaries), of the Company or any of its Subsidiaries whether owned at the
date of this Indenture or thereafter acquired, or of or upon any income or profits therefrom, except for: 
 (a)
Liens existing on the date hereof or arising under this Indenture; 
 (b) any extension, renewal, or replacement
(or successive extensions, renewals or replacements) of any Lien existing on the date hereof, if limited to the same property subject to, and securing not more than the amount secured by, the Lien extended, renewed or replaced; 

(c) Liens on Current Assets (or on any promissory note received in satisfaction of any accounts receivable of the Company
or any of its Subsidiaries which, immediately prior to such satisfaction, was subject to such a Lien) securing Indebtedness incurred to finance working capital requirements, provided, however, that the Indebtedness secured by such Lien
does not mature later than 36 months from the date incurred; 
 (d) any Ordinary Course Lien arising, and only so
long as continuing, in the ordinary course of the business of the Company or any of its Subsidiaries; 
 (e)
Liens upon any property hereafter acquired (including by reason of a merger or consolidation of another entity into the Company or a Subsidiary) existing thereon at the time of acquisition, provided that such Liens (A) are not incurred
in connection with, or in contemplation of, the acquisition of the property acquired, except as permitted under subsection (f) of this Section 4.7, and (B) do not extend to or cover any property or assets of the Company or any
Subsidiary other than the property so acquired; 
 (f) purchase money Liens upon or in any real or personal
property (including fixtures and other equipment) acquired or held by the Company or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose
of financing or refinancing the acquisition or improvement of or construction costs related to such property, provided that no such Lien shall extend to or cover any property or assets of the Company or any Subsidiary other than the property
being acquired or improved; 
 (g) any interest or title of a lessor in the property subject to any Capitalized
Lease or Sale/Leaseback Transaction that is permitted under Section 4.8; or 
 (h) other Liens securing
Indebtedness in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Indebtedness of the 

 

 20 








 
Company and its Subsidiaries secured by Liens permitted under the terms of this subsection (h), and the aggregate amount (before deducting expenses) of Sale/Leaseback Transactions which would
otherwise be permitted under the provisions of Section 4.8(a), does not at the time such Liens are incurred exceed 10% of the Company’s Consolidated Net Tangible Assets as shown on the most recent audited consolidated balance sheet of the
Company and its Subsidiaries. 
 SECTION 4.8 Limitation on Sale/Leaseback Transactions. 

The Company shall not and shall not permit any of its Subsidiaries to, directly or indirectly, enter into any Sale/Leaseback Transaction
unless either: 
 (a) the Company or such Subsidiary would be permitted, pursuant to the terms of
Section 4.7(h), to incur Indebtedness in an aggregate principal amount equal to or exceeding the aggregate amount (before deducting expenses) of the Sale/Leaseback Transaction secured by a Lien on the property subject to such Sale/Leaseback
Transaction; or 
 (b) the Company or such Subsidiary within 90 days of the effectiveness of such Sale/Leaseback
Transaction applies or unconditionally agrees to apply to the retirement of Indebtedness an amount equal to the greater of (A) the net proceeds of the Sale/Leaseback Transaction or (B) the fair value, in the opinion of the Board of
Directors of the Company, of the subject property of the Sale/Leaseback Transaction at the time of such transaction (in either case adjusted to reflect the remaining term of the lease subject to such Sale/Leaseback Transaction). 

ARTICLE V 

SUCCESSORS 
 SECTION 5.1
When Company May Merge, Etc. 
 The Company shall not consolidate or merge with or into, or sell, lease, convey or
otherwise dispose of all or substantially all of its assets to, any person unless: 
 (a) the Company is the
surviving person or the person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition shall have been made, is a corporation organized and existing under the
laws of the United States, any state thereof or the District of Columbia; 
 (b) the corporation formed by or
surviving any such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition shall have been made, assumes by supplemental indenture all the obligations of the Company under the Securities and
this Indenture; and 
 (c) immediately after the transaction no Default or Event of Default exists. 

 

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 The Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. 

SECTION 5.2 Successor Corporation Substituted. 

Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the
case of a sale, lease, conveyance or other disposition shall not be released from the obligation to pay the principal of and interest on the Securities. 

ARTICLE VI 

DEFAULTS AND REMEDIES 

SECTION 6.1 Events of Default. 

“Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the following
events, except the events set forth in clause (e) below, which shall not apply for the benefit of Securities of a Series as to which, pursuant to Section 2.2.18 or Section 2.2.20 in the establishing Board Resolution and Officers’
Certificate or supplemental indenture hereto, it is provided that such Series shall not have the benefit of said Event of Default (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance
of such default for a period of 30 days; or 
 (b) default in the payment of the principal of any Security of
that Series at its Maturity; or 
 (c) default in the deposit of any sinking fund payment, when and as due by the
terms of a Security of that Series; or 
 (d) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of
Series of Securities other than that Series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of 
  

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the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or 
 (e) a default under any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by the Company (including a default with respect to Securities of any Series other than that Series) or any Subsidiary (or the payment of which is guaranteed by the Company
or a Subsidiary), whether such Indebtedness or guarantee now exists or shall be created hereafter, if (a) either (i) such default results from the failure to pay any such Indebtedness at its stated final maturity or (ii) relates to an
obligation other than the obligation to pay such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (b) the principal
amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity or the maturity of which has been so accelerated, aggregates $25,000,000 or more at any
one time outstanding; or 
 (f) the Company or any of its Significant Subsidiaries pursuant to or within the
meaning of any Bankruptcy Law: 
 (i) commences a voluntary case, 

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

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

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

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

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

(i) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case, 

(ii) appoints a Custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of its
property, or 
 (iii) orders the liquidation of the Company or any of its Significant Subsidiaries, and the order
or decree remains unstayed and in effect for 60 days. 
 The term “Bankruptcy Law” means title 11, U.S. Code or any
similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

 

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 (h) any other Event of Default provided with respect to Securities of that
Series. 
 SECTION 6.2 Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as
may be specified in the terms of such Securities) of all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 6.1(f) or (g) shall occur, the principal amount (or specified amount) of all outstanding Securities shall ipso facto become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 
 At any time
after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 

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

(i) all overdue interest on all Securities of that Series, 

(ii) the principal of any Securities of that Series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefore in such Securities, 
 (iii) to the
extent that payment of such interest is lawful, interest upon any overdue principal and overdue interest at the rate or rates prescribed therefore in such Securities, and 

(iv) 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 
 (b) all Events of Default with respect to Securities of
that Series, other than the non-payment of the principal of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. 

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

 

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 SECTION 6.3 Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if: 

(a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such
default continues for a period of 60 days, or 
 (b) default is made in the payment of principal of any Security
at the Maturity thereof, or 
 (c) default is made in the deposit of any sinking fund payment when and as due by
the terms of a Security, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal or any overdue interest, at the rate or rates prescribed therefore in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

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

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

SECTION 6.4 Trustee May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise, 
 (a) to file and prove a claim for the whole amount of principal and interest
owing and unpaid in respect of the Securities and to file such other papers or documents 
  

 25 








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

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

SECTION 6.5 Trustee May Enforce Claims Without Possession of Securities. 

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
recovered. 
 SECTION 6.6 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 interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

First: To the payment of all amounts due the Trustee under Section 7.7; and 

Second: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and 

Third: To the Company. 
  

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 SECTION 6.7 Limitation on Suits. 

No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
 (a) such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series; 

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

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

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such Holders. 
 SECTION 6.8 Unconditional Right of Holders to Receive
Principal and Interest. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal of and interest on such Security on the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 SECTION 6.9
Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted. 
  

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 SECTION 6.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in
Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
 SECTION 6.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 SECTION 6.12 Control by Holders. 

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

(a) such direction shall not be in conflict with any rule of law or with this Indenture, 

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

 (c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any
such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 

SECTION 6.13 Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of
all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default (1) in the payment of the principal of or interest on any Security of such Series or (2) in respect of a
covenant or provision hereof which under Article IX 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. 

 

 28 








 SECTION 6.14 Undertaking for Costs. 

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the Stated
Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on or after the redemption date). 

ARTICLE VII 

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

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

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

 (ii) In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such
Officers’ Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or
not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (i)
This paragraph does not limit the effect of paragraph (b) of this Section. 
  

 29 








 (ii) The Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 

(iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect
to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and
(c) of this Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or power unless
it receives indemnity satisfactory to it against any loss, liability or expense. 
 (f) The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial
liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to
it. 
 (h) The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections,
immunities and standard of care as are set forth in paragraphs (a), (b) and (c) of this Section with respect to the Trustee. 

SECTION 7.2 Rights of Trustee. 

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

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

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent
appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository. 

 

 30 








 (d) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers. 
 (e) The Trustee may consult
with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction. 
 SECTION 7.3 Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company
or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Sections 7.10 and 7.11. 

SECTION 7.4 Trustee’s Disclaimer. 

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

SECTION 7.5 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to a
Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment on any Security of any Series, the
Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Securityholders of that Series. 

SECTION 7.6 Reports by Trustee to Holders. 

Within 60 days after May 15 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses
appear on the Security Register, and, if any Bearer Securities are outstanding, publish in an Authorized Newspaper, a brief report dated as of such May 15, in accordance with, and to the extent required under, TIA § 313. 

 

 31 








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

SECTION 7.7 Compensation and Indemnity. 

The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee’s agents and counsel. 
 The Company shall indemnify the Trustee (including the cost of defending
itself) against any loss, liability or expense incurred by it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 

The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer,
director, employee, shareholder or agent of the Trustee through negligence or bad faith. 
 To secure the Company’s payment
obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities of that
Series. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f) or
(g) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 

SECTION 7.8 Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section. 
 The Trustee may resign with respect to the Securities
of one or more Series by so notifying the Company. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. By notifying the
Trustee, the Company may at any time remove the Trustee with 
  

 32 








 
respect to Securities of one or more Series unless an Event of Default occurs and is then continuing with respect to such Securities, or if: 

(a) the Trustee fails to comply with Section 7.10; 

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

 (d) the Trustee becomes incapable of acting. 

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

 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a
successor Trustee. 
 If the Trustee with respect to the Securities of any one or more Series fails to comply with
Section 7.10, any Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of
each such Series and if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under
Section 7.7 hereof shall continue for the benefit of the retiring trustee with respect to expenses and liabilities incurred by it prior to such replacement. 

SECTION 7.9 Successor Trustee by Merger, etc. 

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

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 SECTION 7.10 Eligibility; Disqualification. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee
shall always have a combined capital and surplus of at least $10,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b). 

SECTION 7.11 Preferential Collection of Claims Against Company. 

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

SATISFACTION AND DISCHARGE 

SECTION 8.1 Satisfaction and Discharge of Indenture. 

This Indenture shall upon Company Order cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(a) either 

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

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

(3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company, or 
 (4) are deemed paid
and discharged pursuant to Section 8.3, as applicable; 
 and the Company, in the case of (1), (2) or (3) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust in an amount sufficient for the purpose of paying and 

 

 34 








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

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7,
and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 8.3, the obligations of the Trustee
under Section 8.2 and Section 8.5 shall survive. 
 SECTION 8.2 Application of Trust Funds; Indemnification. 

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

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 SECTION 8.3 Satisfaction, Discharge and Defeasance of Securities of any Series. 

Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.20, to be inapplicable to Securities of any Series, the
Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any such Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of any such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request, execute proper instruments acknowledging the same), except as to:

 (a) the rights of Holders of Securities of such Series to receive, from the trust funds described in
subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of or interest on the outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and
(ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series;

 (b) the Company’s obligations with respect to such Securities of such Series under Sections 2.4, 2.7 and
2.8; and 
 (c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee
under Section 8.2 and the duty of the Trustee to authenticate Securities of such Series issued on registration of transfer or exchange; 

provided that, the following conditions shall have been satisfied: 

(d) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for
the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars (or
such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be
imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal, (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such Series on the dates such installments of interest or
principal are due; 
 (e) such deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 
  

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 (f) such provision would not cause any outstanding Securities of such Series
then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; 

(g) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on
the date of such deposit or during the period ending on the 91st day after such date; 
 (h) the Company shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Securities of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposits, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred; 
 (i) the Company shall have delivered to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the company or with the intent of defeating, hindering, delaying
or defrauding any other creditors of the Company; and 
 (j) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with. 

SECTION 8.4 Defeasance of Certain Obligations. 

Unless this Section 8.4 is otherwise specified pursuant to Section 2.2.20 to be inapplicable to Securities of any Series, on
and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5 (except as to corporate existence),
4.6, 4.7, 4.8, and 5.1 (and the failure to comply with any such provisions shall not constitute a Default or Event of Default under Section 6.1) and the occurrence of any event described in clause (e) of Section 6.1 shall not
constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: 

(a) With reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as
provided in Section 8.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in
Dollars, cash in Dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities 

 

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of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest
and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in
cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including
mandatory sinking fund or analogous payments) of and any interest on all the Securities of such Series on the dates such installments of interest or principal are due; 

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

(d) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that Holders of the Securities of
such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred; 
 (e) the Company shall have delivered to the Trustee
an Officers’ Certificate stating the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company; and 
 (f) The Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with. 

SECTION 8.5 Repayment to Company. 

The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest
that remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person. 

 

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 ARTICLE IX 

AMENDMENTS AND WAIVERS 

SECTION 9.1 Without Consent of Holders. 

The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any
Securityholder: 
 (a) to cure any ambiguity, defect or inconsistency; 

(b) to comply with Article V; 

(c) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided that
such amendment or supplement does not adversely affect the rights of any Securityholders; 
 (d) to make any
change that does not adversely affect the rights of any Securityholder; 
 (e) to provide for the issuance of and
establish the form and terms and conditions of Securities of any Series as permitted by this Indenture; 
 (f) to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee; or 
 (g) to comply with
requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. 
 SECTION 9.2 With Consent of
Holders. 
 The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of
at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding
Securities of each Series affected by such waiver by notice to the Trustee may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. 

It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall mail to the Holders of Securities
affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one 
  

 39 








 
occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture or waiver. 
 SECTION 9.3 Limitations. 

Without the consent of each Securityholder affected, an amendment or waiver may not: 

(a) change the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

(b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security;

 (c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone
the date fixed for, the payment of any sinking fund or analogous obligation; 
 (d) waive a Default or Event of
Default in the payment of the principal of or interest on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in aggregate principal amount of the then outstanding Securities of
such Series and a waiver of the payment default that resulted from such acceleration); 
 (e) make the Security
payable in currency other than that stated in the Security; 
 (f) make any change in Sections 6.8, 6.13, 9.3
(this sentence) or 10.15; or 
 (g) waive a redemption payment with respect to any Security or change any of the
provisions with respect to the redemption of any Securities. 
 SECTION 9.4 Compliance with Trust Indenture Act. 

Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture hereto that
complies with the TIA as then in effect. 
 SECTION 9.5 Revocation and Effect of Consents. 

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

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 Any amendment or waiver once effective shall bind every Securityholder of each Series
affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (g) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 
 SECTION 9.6
Notation on or Exchange of Securities. 
 The Trustee may place an appropriate notation about an amendment or waiver on
any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 

SECTION 9.7 Trustee Protected. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects its rights. 

ARTICLE X 

MISCELLANEOUS 
 SECTION
10.1 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. 
 SECTION
10.2 Notices. 
 Any notice or communication by the Company or the Trustee to the other is duly given if in writing and
delivered in person or mailed by first-class mail: 
 if to the Company: 

Mattel, Inc. 

333 Continental Boulevard 

El Segundo, California 90245-5012 

Attention: Treasurer 

with a copy to: 

Mattel, Inc. 

333 Continental Boulevard 

El Segundo, California 90245-5012 

Attention: General Counsel 
  

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 if to the Trustee: 

Union Bank, N.A. 

120 South San Pedro Street, 4th Floor 

Los Angeles, California 90012 

Attention: Corporate Trust Department 

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or
communications. 
 Any notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on
the register kept by the Registrar and, if any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency
with respect to other Securityholders of that or any other Series. 
 If a notice or communication is mailed or published in the
manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it. 
 If the
Company mails a notice or communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. 
 SECTION 10.3
Communication by Holders with Other Holders. 
 Securityholders of any Series may communicate pursuant to TIA §
312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c). 
 SECTION 10.4 Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the
Trustee: 
 (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied
with. 
 SECTION 10.5 Statements Required in Certificate or Opinion. 

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

 42 








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

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

 SECTION 10.6 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable
rules and set reasonable requirements for its functions. 
 SECTION 10.7 Legal Holidays. 

Unless otherwise provided by Board Resolution or supplemental indenture hereto for a particular Series, a “Legal Holiday” is a
Saturday, a Sunday, or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. 
 SECTION 10.8 No Recourse Against Others. 

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Securities. 
 SECTION 10.9 Counterparts. 

This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 SECTION 10.10
Governing Laws. 
 THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES. 

 

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 SECTION 10.11 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture. 
 SECTION 10.12 Successors. 

All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor. 
 SECTION 10.13 Severability. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 10.14 Table of Contents,
Headings, Etc. 
 The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

SECTION 10.15 Judgment Currency. 

The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on
the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this
Indenture to take payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as
an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a 

 

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Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. 

ARTICLE XI 

SINKING FUNDS 
 SECTION
11.1 Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the
retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 

The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a
“mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such
Series. 
 SECTION 11.2 Satisfaction of Sinking Fund Payments with Securities. 

The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such Series to be made
pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and
(2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any
mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such
Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be
credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call
Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by
the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 

 

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 SECTION 11.3 Redemption of Securities for Sinking Fund. 

Not less than 60 days (unless otherwise indicated in the Board Resolution or Officers’ Certificate or supplemental indenture in
respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking
fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 45 days
(unless otherwise indicated in the Board Resolution or Officers’ Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 
  

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

							
		 		 	MATTEL, INC.
			
		 		 	By: 
				
		 		 		 	/s/ DIANNE DOUGLAS
		 		 		 	Name: Dianne Douglas
	Attest:	 		 		 	Title: SVP Investor Relations & Treasurer
			
	/s/ DENISE MIYASATO	 		 	UNION BANK, N.A.
	Name: Denise Miyasato	 		 	
	Title: Assistant Treasurer	 		 	By: 
				
		 		 		 	/s/ STEPHEN W. BOUGHTON
		 		 		 	Name: Stephen W. Boughton
		 		 		 	Title: Vice President

  

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